UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



AMENDED FORM 20-F/A



[X]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXHANGE ACT OF 1934



[   ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For the Fiscal Year Ended ______



[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For transition period from ____ to ______



Commission File Number:  0-503111



LUMINA COPPER CORP.

(Exact name of Registrant as specified in its charter)



Not Applicable

(Translation of Registrant's name into English)



Canada

(Jurisdiction of Incorporation or Organization)



Suite 1550
- 625 Howe Street, Vancouver, British Columbia  V6C 2T6

(Address of Principal executive office)



Securities registered or to be registered pursuant to Section 12(b) of the Act:  Not Applicable



Securities registered or to be registered pursuant to Section 12(g) of the Act:  Common Shares, Without Par Value



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None



Number of outstanding shares of each of the Company's classes of capital or common stock as of
April 23, 2004: 13,924,434Common Shares, Without Par Value



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes:              No: ___



Indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17    X   Item 18 ___



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 14 or 15(d) of the Securities Exchange Act of 1934 subsequent tot he distribution of securities under a plan confirmed by court.   Yes:              No: ___



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INFORMATION TO BE INCLUDED IN THE REPORT



Convention



In this Form 20-F all references to the
"Company" refer to Lumina Copper Corp. (formerly First Trimark Ventures Inc.) and its subsidiaries. All references to "Canada" are references to The Dominion of Canada. All references to the "Government" are references to the government of Canada.  Unless otherwise noted all references to "shares" or "common stock" are references to the common shares of Lumina Copper Corp.



In this document, all references to "SEC" refer to the United States Securities and Exchange Commission. The Company's reporting currency is the Canadian dollar. References to"$", "Cdn Dollars", or
"Cdn$" are to the currency of Canada and all references to "US Dollars" or "US$" are to the currency of the United States of America.  Solely for the convenience of the reader, this Form 20-F contains translations of certain Cdn Dollar amounts into US Dollar amounts at specified rates.

Measurement Conversion Information



In this Form 20-F, metric measures are used with respect to mineral properties described herein.  For ease of reference, the following conversion factors are provided:



Imperial Measure       Metric Unit

Imperial Measure

Metric Unit

1 mile1.609 kilometres2,204 pounds1 tonne1 yard0.9144 metre2,000 pounds/1 short ton0.907 tonnes1 acre0.405 hectare1 troy ounce31.103 grams1 US gallon3.785 litres1 imperial gallon4.546 litres




Forward Looking Statements



This Form 20-F includes "forward-looking statements" A shareholder or prospective shareholder should bear this in mind when assessing the Company's business. All statements, other than statements of historical facts, included in this registration statement, including, without limitation, the statements under and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements.  Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectation will prove to have been correct.  There is significant risk that actual results will vary, perhaps materially from results projected depending on such factors as changes in general economic conditions, financial markets, copper prices and other metals, technology and exploration hazards.



GEOLOGIC TIME



The geological history of the earth is divided into Periods and sub-divided into Eras, based on ages as outlined below:



Name of PeriodName of EraNumber of Years
before Present
(Millions)Quaternary
Tertiary


MesozoicHolocene
Pleistocene
Pliocene
Miocene
Oligocene
Eocene
Paleocene
Cretaceous0
    to 0.4
0.4 to 1.8
1.8 to 5.0
5.0 to 24
24 to 38
38 to 56
56 to 66
66 to 140


2





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Paleozoic





PrecambrianJurassic
Triassic
Permian
Carboniferous
Devonian
Silurian
Ordovician
Cambrian
Precambrian140 to 200
200 to 250
250 to 290
290 to 365
365 to 405
405 to 425
425 to 500
500 to 570
> 570




















GLOSSARY OF MINING TERMS



The following are abbreviations and definitions of terms commonly used in the mining industry and this Form 20-F:



"Au"abbreviation for gold"Breccia"a coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or a fine-grained matrix"Cu"abbreviation for copper"Cutoff grade"is the lowest grade of mineralized material that qualifies as ore in a given deposit. It is used to define a mineral deposit that has reasonable prospects for economic extraction. In establishing the cut-off grade, it must realistically reflect the location, deposit scale. continuity, assumed mining method, metallurgical processes, costs and reasonable metal prices."Chalcopyrite"a mineral containing copper, iron, and sulfur and is an ore mineral of copper"Disseminated" or
    "dissemination"is a descriptive term referring to mineral grains, which are scattered evenly throughout a rock"Geological Time"the part of the earth's history that is recorded in the succession of rocks"Hypogene"said of a geologic process, and of its resultant features, occurring within and below the cruse of the earth


3





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"Indicated Mineral Resource"is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed"Inferred Mineral  Resource"is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes


"Mineral Resource"is a concentration or occurrence of natural, solid, inorganic or fossilized organic   material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge"Measured Mineral Resource"is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity"Metallurgy"the science and art of extraction of metals from their ores and preparing them for use"Mineralization"the process by which minerals are introduced and concentrated within a host rock, and the product of this process"NPI"means a percentage of the dollar proceeds from the sale of minerals, after all costs relating to the production, manufacture and sale of the minerals are deducted"NSR"means a percentage of the gross dollar proceeds obtained from the sale of minerals with only minor cost deductions for shipping, insurance and smelter penalties allowed"Pyrite"a common iron sulphide mineral"Sulphide"a type of mineral made up of sulphur and one or more metallic elements"Supergene"said of a mineral deposit or enrichment formed near the surface, commonly by descending solutions, also said of those solutions and of that environment




GLOSSARY OF NON-MINING TERMS



In this Form 20F, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms have the following meanings:

4





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"Act"Means the Securities Exchange Act of 1934"Acquisition"means the acquisition by the Company from the shareholders of CRS of all of the issued and outstanding common shares and share purchase warrants of CRS in accordance with the terms in the Securities Exchange Agreement"Advanced Stage"means a mineral property that has substantial geological merit but is not advanced to the point where sufficient engineering and economic data exist to permit an acceptable valuation opinion"affiliate"has the meaning ascribed thereto in the Securities Act (British Columbia), as amended"BC Act"Means the Company Act (British Columbia), as amended"Commercial Development"means a decision made by the Company, after extensive engineering, economic, environmental, design and feasibility studies are completed, to proceed with the removal and recovery for commercial profit of ores, minerals and mineral resources from any portion of a mining property"Common Shares"means the common shares in the capital of the Company as presently constituted"CPC" or
    "Capital Pool Company"means a corporation:
(a)
that has been incorporated or organized pursuant to the laws of a jurisdiction in Canada;
(b)
that has filed and obtained a receipt for a preliminary prospectus from one or more of the provincial securities commission; and
(c)
in regard to which approval to a Qualifying Transaction has not been issued by the Exchange"CRS"means CRS Copper Resources Corp., a private company incorporated pursuant to the BC Act"Exchange"Means the TSX Venture Exchange of Toronto, Ontario, Canada"Exchange Policies"Means the policies of the Exchange as set forth in its Corporate Finance Manual"National Instrument
    43-101"is an instrument made under the Securities Actof British Columbia for standards of disclosure for mineral projects"Qualifying Transaction"means a qualifying transaction as defined under Policy 2.4 of the Exchange Policies, and for the purposes of the Company means the Acquisition"Securities Exchange Agreement"means that formal securities exchange agreement among the Company, CRS and its shareholders dated effective January 27, 2003, pertaining to the Acquisition




5



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PART I

Item 1.

IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS

A.   Directors and senior management



The names, business addresses and functions of the Company's Directors and senior management are as follows:



ANTHONY FLOYD

1550
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Floyd has been a Director and President of the Company since May 23, 2003.  Mr. Floyd is a geologist.



ROBERT PIROOZ

1550
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Pirooz has been a Vice President, the Secretary and a Director of the Company since May 23, 2003.  Mr. Pirooz is a lawyer.



ROSS BEATY

1550
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Beaty has been a Director of the Company since May 23, 2003.  Mr. Beaty is a geologist.



AZIZ SHARIFF

1500
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Shariff has been a Director of the Company since March 8, 2000.  Mr. Shariff is a chartered accountant, independent investor and institutional fundraiser.



JOHN WRIGHT

1500
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Wright has been a Director of the Company since December 18, 2003.  Mr. Wright is a metallurgical engineer.



DAVID STRANG

1500
- 625 Howe Street

Vancouver, British Columbia V6C 2T6



Mr. Strang has been the Vice President of the Company since October 28, 20003.

B.   Auditors



The auditors for the Company are Grant Thornton LLP, Chartered Accountants, of Suite 2800, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N3.  Grant Thornton LLP is a member of the Institute of Chartered Accountants of British Columbia.

6





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C.  Legal Advisors



The legal advisors for the Company are Maitland & Company, Barristers & Solicitors, Suite 700, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6.

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



N/A



Item 3.

KEY INFORMATION

A.   Selected Financial Data



Currency Exchange Rate Information:



The rate of exchange means that noon buying rate in New York City for cable transfer in Canadian dollars as certified for customs proposed by the Federal Reserve Bank of New York.  The average rate means the average of the exchange rates on the last date of each month during a year.



20032002200120001999High$1.5747$1.6003$1.6034$1.5583$1.5475Low$1.3484$1.5593$1.4935$1.4318$1.4420Average for Period$1.4615$1.5597$1.5494$1.4854$1.4857End of Period$1.3484$1.5593$1.5928$1.4995$1.4433




The exchange rate on
April 23, 2004 was $1.33611.



The high and low exchange rates for the most recent six months are as follows:



Oct
2003Nov
2003Dec
2003Jan
2004Feb
2004Mar
2004High1.34801.33591.32921.33801.34321.3476Low1.30381.29731.29241.22361.31021.3079




Financial Information



On May 23, 2003 the Company acquired (the
"Acquisition") all of the issued and outstanding common shares and share purchase warrants of CRS which Acquisition was treated as a reverse acquisition. As a result of the Acquisition CRS became a wholly owned subsidiary of the Company. Reference is made to Item 4
- Information on the Company for particulars of the Acquisition.  As the Acquisition closed after the 2002 financial year ends of both the Company and CRS summary financial information is set out below for both companies.



The Company



The following table sets forth for the periods indicated selected financial and operating data for the Company.  This selected financial data is derived from the Company's Audited Financial Statements and Notes thereto as at December 31, 2002, 2001 and 2000 which financial statements are included in this Form 20-F under the prior name of the Company being
"First Trimark Ventures Inc."  The selected financial data provided below is not necessarily indicative of the future results of operations or financial performance of the Company.  The financial statements for the year ended December 31, 2002 have been restated as

7





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explained in the notes to the financial statements.
The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.



Restatement



The Company's financial statements for the year ended December 31, 2000 have been restated to reflect the guidance in staff Accounting Bulletin Topic 5:T
- "Accounting for Expenses or liabilities paid by principal stockholder(s)".



Under U.S. GAAP, this has resulted in the recognition of $30,000 of additional stockholders' equity and expenses related to office services assumed on the company's behalf for the period ending December 31, 2000. There was no change to the reported net loss per common share (basic and diluted) to $0.01 although the pro forma net loss per share, taking into account SFAS 123 compensation expense, did increase form $0.01 to $0.02 as a result of this restatement.





Year Ended
December 31200220012000(1)
    (restated)Amounts in Accordance with Canadian GAAP (presented in Canadian dollars):
Interest Income
Total Assets
Net working capital
Share capital
Shareholders' equity
Loss from operations
Net Loss
Loss per share (basic and diluted)
Weighted average number of
common shares outstanding (basic and diluted)$  11,300
$568,390
$560,303
$660,821
$560,303
($65,928)
($54,628)
($0.01)

7,675,252$  21,364
$612,881
$604,881
$650,771
$604,881
($58,417)
($37,053)
($0.01)

7,620,000$ 14,002
$646,934
$639,934
$650,771
$641,934
($22,839)
($8,837)
($0.00)

6,502,928Amounts in Accordance with U.S. GAAP (presented in Canadian dollars):
Interest Income
Total assets
Net working capital
Share capital
Shareholders' equity
Loss from operations
Net Loss
SFAS 123 Compensation Expense
Loss per share (basic and diluted)
Weighted average number of
common shares outstanding (basic and diluted)$ 11,300
$568,390
$560,303
$690,821
$560,303
($65,928)
($54,628)
---
($0.01)

7,675,252$ 21,364
$612,881
$604,881
$680,771
$604,881
($58,417)
($37,053)
---
($0.01)

7,620,000$ 14,002
$646,934
$639,934
$680,771
$641,934
($52,839)
($38,837)
$91,440
($0.02)

6,502,928


Note:



(1)

From inception on March 3, 2000.



CRS



The following table sets forth, for the periods indicated, selected financial and operating data for CRS, which was incorporated on October 3, 2001.  CRS did not start operations until 2002. This selected financial data is derived from CRS' Consolidated Audited Financial Statements and Notes thereto as at December 31, 2002 and December 31, 2001.  The financial statements for the year ended December 31,

8



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2002 have been restated as explained in the notes to the financial statements.
The selected financial data provided below is not necessarily indicative of the future results of operations or financial performance of CRS.  CRS has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.



Restatement



The Company's financial statements have been restated to record the issuance of 5,060,000 units at an estimate of their fair value on the date of their issuance ($0.75).  This restatement is consistent with CICA 3870 and SFAS 123.



This restatement has resulted in an increase in share capital, deficit, stock based compensation and net loss for the year ended December 31, 2002 of $3,325,067 and an increase in net loss per share of $3.75



Year Ended
December 312002
    (restated)2001(2)Amounts in Accordance with Canadian GAAP
(presented in Canadian dollars:)
Total Assets
Net working capital
Share capital
Shareholders' equity
Loss
Loss per share (basic and  diluted)
Weighted average number of common shares
outstanding  basic and diluted)$3,960,836
$2,423,200
$6,370,469
$3,013,634
($3,356,101)
($3.78)

947,700---
($733)
$1
($733)
($734)
($734)

1Amounts in Accordance with U.S. GAAP: (presented in Canadian dollars:)
Total assets
Net working capital
Share capital
Shareholders' equity
Loss
Loss per share
Weighted average number of common shares
outstanding (basic and diluted)$3,922,961
$2,423,200
$6,370,469
$2,975,759
($3,393,976)
($3.82)

888,522---
---
$1
($733)
($734)
($734)

1




(2)

From date of incorporation on October 3, 2001.

B.   Capitalization and Indebtedness



As of April 23, 2004 the Company had
13,924,434 common shares outstanding with a capitalization of $21,089,435.



The Company does not currently have any debt obligations or indebtedness in the form of guaranteed or
unguaranteed, secured or unsecured, and/or indirect contingent indebtedness, other than the obligation of CRS, the Company's wholly owned subsidiary, pursuant to a debenture dated September 24, 2002 that was issued by CRS to Redstone Resources Inc. as security for CRS's obligations under a mineral property purchase agreement between CRS and Redstone Resources Inc. The debenture is in the principal amount of US$400,000, bearing interest at 0% if property payments are made on time, and 15% if a payment is late.



C. Reasons for Offer



N/A

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D.  Risk Factors



The following risks relate specifically to the Company's business and should be considered carefully.  The Company's business, financial condition and results of operations could be materially and adversely affected by any of the following risks.



(1)      The Company's limited operating history makes it difficult to evaluate the Company's current business and forecast future results



The Company has only a limited operating history on which to base an evaluation of the Company's current business and prospects, each of which should be considered in light of the risks, expenses and problems frequently encountered in the early stages of development of all companies. This limited operating history leads the Company to believe that period-to-period comparisons of its operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance.



(2)

The mineral properties of the Company are in the exploration stage only and consequently exploration of the Company's mineral properties may not result in any discoveries of commercial bodies of mineralization



The property interests owned by the Company or in which it has an option to earn an interest are in the exploration stages only, are without known bodies of commercial mineralization and have no ongoing mining operations.  Mineral exploration involves a high degree of risk and few properties which are explored are ultimately developed into producing mines.  Exploration of the Company's mineral exploration may not result in any discoveries of commercial bodies of
mineralization.  If the Company's efforts do not result in any discovery of commercial
mineralization, the Company will be forced to look for other exploration projects or cease operations.



(3)

A reversal of the declining price of copper for a sustained period of time will be required in order to render the Company's current mineral properties economically viable.



It is a key part of the Company's strategy to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value.  A reversal of the declining price of copper for a sustained period of time will be required in order to render the Company's current mineral properties economically viable.  In the event higher mineral prices do not occur or do not occur for a sustained period of time in order to render the Company's properties economically viable the Company's economic prospects will significantly suffer and the Company will be forced to look for other exploration projects or cease operations.



(4)

The Company has no significant source of operating cash flow and failure to generate revenues in the future could cause the Company to go out of business



As none of the Company's mineral properties currently have mineralization reserves the Company has no revenues from operations. The Company has limited financial resources.  As of February 29, 2004 the Company had working capital of $10,040,981 which the Company anticipates will be sufficient funds for the Company's operations for the next 24 months.  The Company's ability to achieve and maintain profitability and positive cash flow is dependent upon the Company's:



- ability to locate a profitable mineral property;
- ability to generate revenues; and
- ability to reduce exploration costs.



Based upon current plans, the Company expects to incur operating losses in future periods.  This will happen because there are continuing expenses associated with the holding and exploration of the

10



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Company's mineral properties.  The Company may not be successful in generating revenues in the future.  Failure to generate revenues could cause the Company to go out of business.



Additional funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution.  Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.



The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations.  Any such indebtedness could contain covenants, which would restrict the Company's operations.  The Company does not plan on entering into any debt obligations in the next twelve months.



(5)

The possibility of any of the Company's mineral properties ever having ore reserves is extremely remote



The Company has no known ore reserves.  The possibility of any of the Company's mineral properties ever having ore reserves is extremely remote and any funds spent on exploration will probably be lost.  The Company's success depends upon finding and developing an ore reserve.  If the Company does not find an ore reserve containing copper, precious or non-precious metals, either because it does not have the money to do so or because it is not economically feasible to do it, the Company will cease operations.



(6)

Government expropriation or regulation may prevent or restrict mining of any of the Companys mineral deposits



Even if the Company's mineral properties are proven to host economic reserves of copper or other precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits.  Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety.



(7)

The Company has no history of generating revenues and the continuing failure to generate revenues could cause the Company to cease operations

The Company has no history of pre-tax profit.  None of the Company's mineral properties have ore reserves.  The Company sustained operating losses for each of the fiscal years ended December 31, 2002, 2001 and 2000 of $54,628, $37,053 and $8,837 respectively.  CRS has sustained operating losses for its only full year of operation being fiscal 2002 of $3,356,101.  The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing.  The Company may not be successful in generating revenues or raising capital in the future.  Failure to generate revenues or raise capital could cause the Company to cease operations.

(8)

Seven of the Company's mineral properties are in foreign countries and as such that portion of Company's business may be exposed to various levels of political, economic and other risks and uncertainties

Seven of the Company's mineral properties are located in Argentina, Chile and Peru.  As a portion of the Company's business is carried on in a number of foreign countries it is exposed to various levels of political, economic and other risks and uncertainties.  These risks and uncertainties include, but not limited to, terrorism, hostage taking, military repression, expropriation, changing tax laws, extreme fluctuations in currency exchange rates, high rates of inflation and labour unrest.  Peru, Chile and Argentina's status as developing countries may make it more difficult for the Company to obtain any required exploration financing for its Peruvian, Chilean and Argentinean projects.

11



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Changes, if any, in mining or investment policies or shifts in political attitude in Peru, Chile or Argentina may adversely affect the Company's operations in these countries.  Operations may be effected in varying degrees by government regulations with respect to, but not limited to restrictions on expropriation of property, foreign investment, maintenance of claims, environmental
legalisation, land use and land claims of local people.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.



The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's operations.



(9)

There are risks relating to an uncertain or unpredictable political environment in Argentina which may affect the Company's operations in that country



Two of the Company's mineral properties are located in Argentina.  There are risks relating to an uncertain or unpredictable political environment in Argentina.  In the short term, significant macroeconomic instability in the region is expected to negatively impact on the business environment and may lead to longer term negative changes in the national approach taken to ownership by foreign companies of natural resources.  Argentina recently suffered severe economic difficulties including significant currency devaluation.



In response to the political and economic instability in Argentina, in January 2002 the Argentinean government announced the abandonment of the one-to-one peg of the Argentina peso to the US dollar. During the economic crisis Argentina defaulted on foreign debt repayments and, from November 2002 to January 2003 Argentina defaulted on the repayment on a number of official loans to multinational organizations. In January 2003, the International Monetary Fund agreed to reschedule certain debt owned by Argentina and approved a short term credit line to repay debts to multinational organizations that could not be postponed.



There is the risk of political violence and increased social tension in Argentina as a result of the economic crisis and Argentina has experienced increased civil unrest, crime and labour unrest.  Roadblocks by members of the local communities, unemployed people and unions can occur on most national and provincial routes without notice.  Civil disruptions may become more frequent if the economic situation in Argentina continues to deteriorate.



(10)

As the Company is a Canadian company it may be difficult for U.S. shareholders of the Company to effect service on the Company or to realize on judgements obtained against the Company in the United States



The Company is a Canadian corporation.  All of its directors and officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws.  If a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company's
non-U.S. resident executive officers or directors.  Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors and officers.  Nevertheless, it may be difficult for United States

12





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shareholders to bring an original action in the Canadian courts to enforce liabilities based on the U.S. federal securities laws against the Company and any of the Company's
non-U.S. resident executive officers or directors.





(11)

The mineral exploitation industry is intensely competitive in all its phases and the Company competes with many companies possessing greater financial resources and technical facilities than itself



The mineral exploitation industry is intensely competitive in all its phases.  The Company competes with many companies possessing greater financial resources and technical facilities than itself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.  In addition, there is no assurance that even if commercial quantities of minerals are discovered, a ready market will exist for their sale.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its invested capital.  As the Company is in the exploration stage, the above factors have had no material impact on operations or income.  It is a key part of the Company's strategy to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value. In the event higher mineral prices do not occur the Company's economic prospects will significantly suffer.



(12)

Substantial expenditures are required to be made by the Company to establish ore reserves



Substantial expenditures are required to establish ore reserves.  These expenditures include the costs of drilling, sampling, bulk sampling, metallurgical testing, cost estimating, economic evaluations, market and environmental studies, cost estimating, economic evaluation, and market and environmental studies which have to be completed before an ore reserve can be designated.



(13)

The Company does not presently have insurance covering any of its mineral properties and as a consequence could incur considerable costs



Mineral exploration involves risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest may be subject to all the hazards and risks normally incidental to exploration of precious and non-precious metals, any of which could result in work stoppages, damage to property, and possible environmental damage.  The Company does not presently have insurance covering any of its mining properties and does not presently intend to obtain liability insurance.  As a result of not having insurance, the Company could incur significant costs that could have a materially adverse effect upon its financial condition and even cause the Company to cease operations.



To date, the Company has not experienced any material losses due to hazards arising from its operations.



(14)

The Company's mineral properties may be subject to prior unregistered agreements or transfers or native land claims and as such title to some of the Company's mineral properties may be affected



Although the Company has sought and received such representations as it has been able to achieve from vendors in connection with the acquisition of or options to acquire an interest in its mining properties and has conducted its own investigation of legal title to each such property, the mining properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

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(15)

All phases of the Company's operations in Canada, Peru, Argentina and Chile are subject to environmental regulations which may cause the Company to invoke stricter standards



All phases of the Company's operations in Canada, Peru, Argentina and Chile are subject to environmental regulations.  Environmental legislation in Canada is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  Legislation and regulations implemented by the Ministry of Energy and Mines directly affect the mining industry in the Province of British Columbia, where the Company's Hushamu property is located. Legislation and regulations implemented by the Department of Resources, Wildlife and Economic Development directly affects the mining industry in the Northwest Territories, where the Company's Redstone Property is located. Legislation and regulations implemented by the Department of Energy, Mines and Resources affects the mining industry in the Yukon where the Company's Casino Property is located.  The General Mining Law of Peru is the primary body of law with regard to environmental regulation, where the Company's Pashpap and El Galeno properties are located.  The Environmental Protection Mining Code of Argentina, enacted in 1995, is the primary body of law with regard to environmental regulation, where the Company's Taca Taca  and San Jorge properties are located.  The Degree Law Number 1,349 of Chile is the primary body of law with regard to environmental regulation, where the Company's
Regalito, Relincho and Vizacachitas properties are located.  See  "Item 4(B)
- Business Overview."



Although compliance with such laws is not presently a significant factor in the Company's operations, compliance with future changes in environmental regulation, if any, may adversely affect the Company's operations.



(16)

The price of copper, base and precious metals has fluctuated widely in recent years and may adversely affect the economic viability of any of the Company's mineral properties



The Company's revenues, if any, are expected to be in large part derived from the mining and sale of copper and other precious and non-precious metals.  The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company's control including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, consumption patterns, speculative activities and increased production due to new mine developments and improved mining and production methods.  The effect of these factors on the price of copper, base and precious metals and therefore the economic viability of any of the Company's mining properties, cannot be accurately predicted but may adversely affect the Company's operation and its ability to raise capital



(17)

The Company's future performance is dependent on key personnel. The loss of the services of any of the Company's executives or Board of Directors could have a material adverse effect on the Company business



The Company's performance is substantially dependent on the performance and continued efforts of the Company's executives and its Board of Directors. The loss of the services of any of the Company's executives or Board of Directors could have a material adverse effect on the Company business, results of operations and financial condition.  The Company currently does not carry any key person insurance on any of the board of directors.



(18)

The Company has not declared any dividends since its inception in 2000, and has no present intention of paying any cash dividends on its common stock in the foreseeable future



The Company has not declared any dividends since its inception in 2000, and has no present intention of paying any cash dividends on its common stock in the foreseeable future.  The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company's Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and financial condition, as well as other relevant factors.

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(19)

The possible issuance of additional shares may impact the value of the Company stock



The Company is authorized to issue up to 100,000,000 shares of common stock without par value.  It is the Company's intention to issue more shares.  Sales of substantial amounts of common stock (including shares issuable upon the exercise of stock options, the conversion of notes and the exercise of warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for the common stock and the ability of the Company to raise equity capital in the future.



(20)

Certain of the Company's directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties and accordingly conflicts of interest may arise



Certain of the Company's directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed.



Anthony Floyd, President of the Company, is also the President, a principal and a director of Inca Pacific Resources Inc. ("Inca").  Inca is a junior mining company engaged in the exploration of copper in Peru.  As a condition of employment with the Company, Mr. Floyd required that the possible competing interests of the Company and Inca be resolved as between them in order to address inevitable conflicts or perceived conflicts. The Company and Inca agreed Inca shall be given the first right to acquire all grassroots copper exploration opportunities in the country of Peru which the Company or its executives become aware of.  As the Company is not currently planning to undertake exploration of grassroots copper properties, this may be of no impact to the Company's business practices.  Inca has agreed that the Company shall be given first right to acquire advanced stage copper properties with defined Resources of which Inca or its executives become aware in the country of Peru.  Inca and the Company have agreed to review and renew this commitment annually.



(21)

Management of the Company can through their stock ownership in the Company influence all matters requiring approval by the Company's stockholders



Management of the Company own collectively as of
April 23, 2004, 5,038,526 shares being 36.18% of the Company's issued and outstanding shares of common stock.  These stockholders, if acting together, will be able to significantly influence all matters requiring approval by the Company's stockholders, including the election of directors and the approval of mergers or other business combination transactions.



(22)

The value and transferability of the Company shares may be adversely impacted by the limited\ trading market for the Company's common stock, the penny stock rules and futures share issuance. There is a limited market for the Company's common stock in the United States.



No assurance can be given that a market for the Company's common stock will be quoted on an exchange in the U.S. or on the NASD's Over the Counter Bulletin Board.



The sale or transfer of the Company common stock by shareholders in the United States may be subject to the so-called "penny stock rules."



Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a "penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny stock by any person unless:



(a)

such sale or purchase is exempt from Rule 15g-9;

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(b)

prior to the  transaction  the broker or dealer has (1)  approved  the  person's  account for transaction in penny stocks in accordance with Rule15g-9,  and (2) received  from the person a written  agreement to the transaction  setting forth the identity and quantity of the penny stock to be purchased; and



(c)

the purchaser has been provided an appropriate disclosure statement as to penny stock investment.



The SEC adopted regulations that generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1.  Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of  the Exchange Act and Rule 419, any security  that has a price of $5.00 or more; and (3) a security that is authorized  or approved for  authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.'s Automated  Quotation System.  It is likely that shares of the Company's common stock, assuming a market were to develop in the US therefore, will be subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company's common stock and the ability of shareholders to sell their securities in the secondary market in the US.



Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the US in which an exemption for such "secondary trading" exists or in which the shares may have been registered.



ITEM 4.  INFORMATION ON THE COMPANY



A.  History and Development of the Company



The Company



The Company was incorporated by registration of its Memorandum and Articles under the BC Act on March 3, 2000 under the name
"First Trimark Ventures Inc."  On May 23, 2003 the Company changed its name to Lumina Copper Corp.  The head office of the Company is located at Suite 1550, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6.  The Company's telephone number is (604) 687-0407.  The registered office of the Company is located at Suite 700, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6.  The Company's common stock has been listed for trading on the Exchange for 3 years.  See
"Item 9(A) - Listing Details and Markets".



The Company was originally a CPC.  As a CPC the principal business of the Company was to identify and evaluate business opportunities for the acquisition of an interest in assets or business, and once identified and evaluated, to negotiate an acquisition or participation, subject to receipt of shareholder and Exchange approval in accordance with Exchange Policies.



The Company was required to complete a Qualifying Transaction, which is defined in the Exchange Policies as a transaction whereby a CPC acquires Significant Assets, other than by cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.  "Significant Assets" are defined in the Exchange Policies as one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, results in the CPC meeting the minimum listing requirements under  Exchange Policies.



Until completion of its Qualifying Transaction, the Company did not carry on any business other than the identification and evaluation of assets or businesses in connection with a possible Qualifying Transaction.



Effective November 22, 2002 the Company and CRS entered into a letter agreement with respect to a proposed acquisition whereby the Company agreed to acquire from all the shareholders of CRS all of the
issued and outstanding common shares and share purchase warrants of CRS.  On January 27, 2003 the Company and CRS entered into the Securities Exchange Agreement which superseded and replaced the letter agreement.

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CRS is a private British Columbia company, incorporated on October 3, 2001, which owned or had the right to acquire a 100% interest in three advanced stage copper exploration properties located in British Columbia, the Yukon Territory and the Northwest Territories, Canada.



The Acquisition constituted the Company's Qualifying Transaction, which was approved by the Exchange on May 23, 2003.



Effect of the Acquisition



Effective May 23, 2003, the Company consolidated its share capital on a ten old shares for one new share basis and immediately thereafter closed the Acquisition being the acquisition of all of the issued and outstanding common shares and share purchase warrants of CRS being 8,187,500 common shares and 5,657,500 share purchase warrants.  In exchange therefore, the Company issued to the shareholders of CRS an aggregate of 8,187,501 Common Shares and 5,657,500 share purchase warrants in its capital stock, at which time CRS became a wholly-owned subsidiary of the Company and the Company became involved in the mining industry through CRS.  To reflect this change in business the Company changed its name from
"First Trimark Ventures Inc." to "Lumina Copper Corp." effective May 23, 2003.



B.  Business Overview



As noted under Item 4A above, prior to the Acquisition the Company was a CPC established under Exchange Policies.  As a CPC the Company had no assets, other than cash, and had not commenced commercial operations.  The Company used its pool of funds to identify and evaluate assets or businesses which, when acquired, would qualify the CPC for listing as a regular issuer on the Exchange.  Since its listing as a CPC on the Exchange in 2002, the Company evaluated a number of business opportunities and in late 2002 identified CRS as an appropriate business to acquire, which it did by concluding the Acquisition on May 23, 2003.



The present business of the Company is the acquisition of advanced stage copper exploration properties and other exploration mineral properties. The Company either directly or through its wholly-owned subsidiary CRS, currently owns or has the right to acquire, directly or indirectly, all or a portion of the rights, title and interest in ten properties located in Canada, Peru, Argentina and Chile.  The Company's primary strategy is to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value.  In the event higher mineral prices do not occur the Company's economic prospects will significantly suffer.  The Company's secondary objective is to explore its mining properties and to locate, evaluate and acquire other mineral properties and to finance their exploration either through equity financing, by way of joint venture, option agreements or through a combination of both.



The Company is an exploration stage company and none of the Company's mineral properties have known ore reserves.  There is no assurance that a commercially viable mineral deposit exists on any of the Company's properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of a property is determined.  The Company has not yet begun exploration on any of its properties and does not intend to do so for the foreseeable future with the one exception that the Company intends to carry out a work program on the Regalito Property consisting of underground mapping and sampling, 1,500 metre core and 300 metre reverse circulation geogical drilling, and 1,000 metre core and 500 metre reverse circulation verification drilling, at an estimated cost of US$383,000.  See
"Significant Mineral Properties" for details of the proposed work program.



All of the Company's mineral properties, with the exception of the Casino. San Jorge,
Vizcachitas, Relincho and Hushamu properties, require further exploration, infill drilling, geotechnical analyses, metallurgical testing, mine and tailings layout and design and environmental base line work in order that pre-feasibility studies may be prepared.  If these studies were positive then full feasibility studies would be

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required in each case to establish if any of the properties were economically viable.  Economical viability will be affected by higher copper, gold and molybdenum prices as well as technological advances, improved infrastructure and lower power costs.



The following chart sets out the current status of each of the Company's mineral properties and the work to be required in order to determine if each property is economically viable:





PropertyPre-FeasibilityFeasibilityWork RequiredRelinchoYesNoA feasibility studyGalenoYesNoInfill drilling and a feasibility studySan JorgeYesNoA feasibility studyVizcachitasYesNoA feasibility studyRegalitoNoNoExploration drilling and a feasibility studyRedstoneNoNoExploration drilling and a feasibility studyPashpapNoNoExploration drilling and a feasibility studyCasinoYesNoA feasibility studyTaca TacaNoNoExploration drilling and a feasibility studyHushamuYesNoA feasibility study




The Company has five wholly-owned subsidiaries, being CRS, Minera Lumina Copper Chile SA, a private Chilean company incorporated on August 20, 2003, Lumina Copper SAC, a private Peruvian company incorporated on February 18, 2003, Minera San Jorge SA. a private Argentinean company incorporated on May 30, 1997 and Vicachitas Ltd a private Bahamian company incorporated on May 22, 1999.  CRS in turn has two wholly-owned subsidiaries, Moraga Resources Corp., a private British Columbia company incorporated on September 29, 1986 and Corriente Argentina, Inc. a private Cayman company incorporated on July 29, 1994.  Corriente Argentina, Inc. in turn has one wholly owned subsidiary, being Corriente Argentina SA a private Argentina company incorporated on July 22, 1999. Vicachitas Ltd. in turn has one wholly owned subsidiary, being Compania Minera Vizachitas Holdings a private Chilean company incorporated on January 13, 1998.



The following is a summary of the property transactions entered into by the Company to date.



In July 2002 the Company, through its wholly owned subsidiary CRS, was granted an option from Great Basin Gold Ltd. of Vancouver, British Columbia, Canada to purchase a 100% interest in 161 mineral claims known as the Casino Property in west-central Yukon, Canada.  The option may be exercised by the Company at any time until July 15, 2007 upon payment of an aggregate of $1,000,000 to Great Basin Gold Ltd. in the form of cash or shares of the Company.



To maintain the option in good standing the Company issued on May 23, 2003 made a cash payment of $50,000 to Great Basin Gold Ltd. and issued 100,000 warrants (each warrant entitling Great Basin Gold Ltd. to purchase one additional share of the Company for a period of two years, at $1.80 per share).  Great Basin Gold Ltd. exercised these options on October 17, 2003.  In addition to the warrants noted above, the Company must issue a further warrant to permit Great Basin to buy 100,000 shares of the Company for a period of two years at a price being the maximum discount permitted by the Exchange to the closing price of the Company's shares on the Exchange on each of the next two year anniversary dates following May 23, 2003 up to a maximum total of warrants to purchase 300,000 shares of the Company.



In the event the option is exercised and a decision is made to put the Casino Property into commercial production, the Company will pay to Great Basin Gold Ltd. the additional sum of $1,000,000.  Certain portions of the Casino Property are subject to a royalty agreement in favour of Archer, Cathro & Associates (1982) Ltd ("Archer Cathro") and a claim purchase agreement with Wildrose Resources Ltd ("Wildrose"). The royalties and encumbrances are as follows:

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- A
    5% NPI in favour of Archer Cathro on 83 of the minerals claims (the "Casino
    A Claims") which royalty expires on March 25, 2005 as to 35 claims, March
    25, 2006 as to 30 claims, March 25, 2007 as to 11 claims and March 25, 2009
    as to 7 claims; and
- A 5% NPI in favour of Archer Cathro on 55 of the mineral claims (the
    "Casino B Claims") which royalty expires on March 25, 2005 as to 14 claims, March 25, 2006 as to 17 claims and March 25, 2007 as to 24 claims.



In addition, the Casino B Claims are subject to an agreement between Great Basin and Wildrose whereby Wildrose has agreed to pay the annual filing fees and assessment payments being a total of $13,800 in annual assessment fees and $690 in recording fees on the Casino A and B claims in order to maintain them in good standing.  In return Wildrose has the right to acquire the Casino B Claims for $1 each subject to Great Basin reserving a 10% NPI in the Casino B claims.



In August 2002 the Company, though CRS, acquired from Itech Capital Corp, of Vancouver, British Columbia, Canada, 100% of the issued and outstanding shares of Moraga Resources Corp., which in turn owns the mineral property known as the Hushamu Property comprising approximately 15,000 hectares located on northern Vancouver Island, British Columbia, Canada.  The purchase price of the shares of Moraga Resources Corp. was $110,000 which sum has been paid.  In addition, the Company agreed to pay the sum of $1,000,000 sixty days after a decision is made to proceed with Commercial Development of the Hushamu Property.  The Hushamu Property is subject to a NPI in the amount of 10% in favour of BHP Billiton Diamonds Inc.  The Hushamu Property consists of 144 mineral claims within the Nanaimo Mining Division.



In September 2002 the Company, through CRS, acquired a 100% interest from Redstone Resources Inc. of Vancouver British Columbia, in five (5) mining leases known as the Redstone Property comprising 5,661.75 hectares located in the Nahanni Mining District, Northwest Territories, Canada.  In consideration therefor, the Company agreed to pay US$500,000, US$200,000 of which has been paid and US$300,000 of which is due on or before March 24, 2004.  In addition, the Company granted to Redstone Resources Inc. a NSR to be calculated monthly as follows:



NSR %Average Price of Copper(1)3%If less than or equal to US$0.75 per pound3.5%If greater than US$0.75 and less than or equal to US$1.00 per pound4%If greater than US$1.00 per Pound


Note:

(1)

means the average of the New York Commodities Exchange final daily spot Prices for Copper reported for the calendar month of production.



As security for the instalment payments, CRS granted in favour of Redstone Resources Inc. a debenture for the principal sum of US$400,000, which debenture charges all of the Redstone property.



On June 9, 2003 the Company entered into an option agreement with Las Asuncion Negociacion Minera S.A.C. to earn a 100% interest in the El Galeno Property located in Northern Peru.  The property comprises four mining concessions (1,347.5 hectares).



Under the option agreement the Company may purchase the El Galeno Property for cash payments totalling US$2.0 million as set out in the following table:



PeriodAmountOn signingUS $10,000 (paid)3 monthsUS $20,000 (paid)6 monthsUS $50,000  (paid)12 monthsUS $100,00024 monthsUS $300,000


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36 monthsUS $400,00048 monthsUS $1,120,000TotalUS $2,000,000




Payments starting in month 12 are subject to reduction if the average copper price (3 month London Metal Exchange average) moves between the determined ranges outlined in the following table:



Copper Price
      - US$Copper Price Payments Reduced by= or < than 0.6550%> 0.65 < 0.8035%> 0.80 < 1.0020%= or > 1.00No discount




The first three option payments and also 50% of the payment to be made at month 12 are to be in cash.  The remaining 50% of the month 12 payment, in addition to all the rest of the payments, may be made in shares of the Company provided that if the shares trade at a value below the agreed cash payment, the Company is obliged to pay the difference in cash to Las Asuncion Negociacion Minera S.A.C.



The payment scheduled for the 48th month may be delayed for up to three years provided payments of US$100,000 are made at each of the 48th, 60th and 72nd months, US$50,000 of which is a penalty for each year of delay and US$50,000 of which is applied to the delayed payment.



In July 2003 the Company acquired, by staking, the Pashpap deposit, located in Northern Peru. The property consists of eight (8) mining concessions (6,240 hectares).



On August 4, 2003 the Company entered into an option agreement with Eastfield Resources Ltd. of Vancouver, British Columbia, Canada to earn up to a 100% interest in the OK Copper Property.  The property, consisting of seven (7) claims (3,075 hectares), is located near Powell River, British Columbia Canada.  To earn an 80% interest in the property the Company must make a total of $330,000 in cash payments and incur a total of $600,000 in exploration expenditures prior to April 2009.  The Company may purchase the remaining 20% interest in the property from Eastfield Resources Ltd. for an additional $1,000,000 prior to April 24, 2010.  In February 2004 the Company dropped its interest in the OK Copper Property.



On August 3, 2003 the Company, through CRS, acquired from Corriente Resources Inc. of Vancouver, British Columbia, Canada all of the issued and outstanding shares in the capital of Corriente Argentina Inc. for the following consideration:



1)

US$25,000 (which sum has been paid);

2)

US$25,000 and 100,000 shares of the Company by October 7, 2003 (which sum was paid and shares issued on September 27, 2003);

3)

100,000 shares of the Company on October 7, 2004;

4)

100,000 shares of the Company on October 7, 2005;

5)

US$100,000 on October 7, 2006; and

6)

US$1,000,000 on October 7, 2007.



In the event the Company does not make a required payment or share issuance it has agreed it will transfer back to Corriente Resources Ltd. all of the shares of Corriente Argentina Inc. and the Company will have no further obligations with respect to any further payments or share issuances.



Corriente Argentina Inc. is the owner of all of the issued and outstanding shares in the capital of Corriente Argentina S.A. which in turn is the owner of the Taca Taca Lower Property which consists of thirteen (13) mining concessions (2,546 hectares) which property is located in Salta Province, Northwestern Argentina.

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On October 20, 2003 the Company entered into an agreement with La Compañia Minera Caserones and Sociedad Minera California Una de la Sierra de Peña Negra both of Santiago, Chile wherein the Company was granted the exclusive option to acquire 100% of the Regalito property.  Located in Chile the property consists of 4158 hectares.  To acquire the property the Company shall make payments totalling $900,000 over an 8 year period and take responsibility for concession maintenance payments.  The Company has also agreed that, in the event copper prices shall exceed $1.00 per pound for an entire calendar year, the Company will pay a minimum of $200,000 in respect of the payments described above for that year.  After the 8th year of the Agreement, provided the price of copper exceeds $1.00 per pound for the entire calendar year, the Company will pay $200,000 per year until commercial production commences.  After commercial production commences, the Company will pay a NSR of between 1 and 3% depending on the price of copper.  The Company will be entitled to recover a portion of its payments above as an offset against the NSR.



On October 29, 2003 the Company entered into an agreement with General Minerals Corporation ("GMC") of Vancouver British Columbia to purchase 100% of GMC's 51% indirect interest in the Vizcachitas Property and 100% indirect interest in additional exploration concessions that surround and are peripheral to the porphyry copper system.  The collective group of concessions cover approximately 4,400 hectare and are located in central Chile.  The terms of the agreement are that the Company will acquire from GMC all of the issued and outstanding shares of Vizcachitas Ltd., and the transfer of one share of Compania Minera Vizcachitas Holdings held in trust by GM Campana Ltd. GMC's interest in the Vizcachitas property is held through the GMC's subsidiary, Compania Minera Vizcachitas Holdings, a corporation incorporated under the laws of Chile, which in turn is owned by Vizcachitas Ltd. and GM Campana Ltd. both corporations incorporated under the laws of the Bahamas, which in turn are owned by GMC.  Pursuant to the Agreement the Company issued to GMC 500,000 common shares together with a share purchase warrant entitling GMC to acquire, from time to time, up to 500,000 common shares of the Company at $3.20 per share until December 22, 2007.

In the event the combined value of the 500,000 shares and the share purchase warrant does not exceed $5.0 million during a 48 month period from the closing of the purchase the Company will pay to GMC the different between their combined value at the end of the 48 month period.  Should the Company not fulfill the payment obligation at that time then all of the rights, title and interests in the property will be returned to GMC.

The Company completed the transaction with GMC on December 22, 2003.



On November 21, 2003 the Company concluded an agreement with Northern Orion Resources Inc. of Vancouver, British Columbia to acquire 100% of the San Jorge Property. Located in Argentina the property consists of 2 mining concessions and is 444.6 hectares in size.  To acquire the property the Company made a payment of US$200,000 and issued from its treasury 81,875 common shares.



On January 8, 2004 the Company concluded an agreement with Andes Pacific Development S.A of Santiago Chile ("APDS") to acquire 100% of the Relincho Property. Located approximately 630 km north of Santiago Chile the property consists of 19,516 hectares. To acquire the property the Company must make payments totalling $US6,000,000 consisting of US$1,000,000 immediately and US$5,000,000 in cash or the Company's shares (at the Company's election) by December 31,2006.  Provided the shares of the Company are trading on a recognised stock exchange in North America the Company will have the right to pay any/or all of the $US5,000,000 in shares of the Company based on the 20 trading days ending 5 trading days prior to the date of the issuance of the shares of the Company. The Company made the $US1,000,000 on January 9, 2004.

On March 3, 2004 the Company announced that agreed to acquire the interest of New Inca Gold Ltd and AKD Ltd. collective interest in the El Molino mining concession that lies contiguous to Lumina's El Galeno mining concession in the Yanacocha district in Peru.



The Company will pay New Inca Gold Ltd and AKD Ltd. a cash consideration of US$300,000 and a Net Profits Interest of up to 20% depending on the timing of production from the concession.  The Net Profits Interest converts to a 1% NSR royalty if production commences after 2006.  The purchase agreement involves the sale of New Inca's Gold Ltd. and AKD's respective Peruvian registered subsidiaries to the Company and is subject to certain terms and conditions being met by all parties.  The Company expects to close the transaction within thirty days.





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In addition to the acquisition of the aforementioned mineral properties, the Company, on June 6, 2003 granted incentive stock options under its stock option plan to five directors and officers enabling the purchase of 550,000 common shares of the Company at a price of $1.65 for a five year term.



On June 17, 2003 the Company entered into a consulting agreement with Clive H. Massey pursuant to which Mr. Massey has agreed to provide investor relations and corporate finance services to the Company. The consulting agreement is for an indefinite term at a fee of $4,000 per month.  In addition the Company granted to Mr. Masey stock options to purchase 100,000 common shares in the capital of the Company at a price of $1.65 per share.  The contract with Mr. Massey was terminated on October 17, 2003 and  90,000 of the stock options were cancelled.



On October 17, 2003 the Company appointed David Strang as Vice President of Corporate Development and granted Mr. Strang stock options to purchase 150,000 common shares in the capital of the Company at a price of $3.20 per share.



On December 18, 2003 the Company announced that, effective December 15, 2003; it had appointed John Wright as a director of the Company to replace Aly Alibhai. In addition Mr. Wright was granted options to purchase up to a total of 50,000 common shares in the capital of the Company at a price of $4.00 per share.



On January 8, 2004 the Company completed a private placement with a syndicate of underwriters led by Haywood Securities Inc. and including McFarlane Gordon Inc. and Northern Securities Inc., pursuant to which the underwriters agreed to purchase 1.9 million units of the Company on a bought deal basis, at a price of $4.25 per unit for aggregate proceeds of $8.075 million.  Each unit consists of one common share and 1⁄2 of one share purchase warrant.  Each whole share purchase warrant will be exercisable by the holder to acquire one common share of the Company at a price of $5.50 for a period of 24 months subject to the right of the Company to accelerate the expiry date of the warrants to 21 days if its common shares trade above $7.00 for ten consecutive trading days.  The underwriters also exercised part of the
"greenshoe option" and increased the size of the financing by 130,200 units for an additional $553,350 on the same terms and conditions. The Company received net proceeds of $8,146,476.09.



Environmental Regulation in Canada



All phases of the Company's operations in Canada are subject to environmental regulations.  Environmental legislation in Canada is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  Environmental regulation is under the joint jurisdiction of the federal government and the provincial governments.



Although compliance with such laws is not presently a significant factor in the Company's operations, there is no assurance that compliance with future changes in environmental regulation, if any, will not adversely affect the Company's operations.  See
"Item 3(D) - Risk Factors."



During exploration, the Company will be primarily governed by provincial and territorial environmental regulations.



Work which involves mechanized activities such as drilling, trenching, heavy mineral studies, airborne
geophysical surveys, extensive use of off road vehicles, establishment of a camp or other activities capable of causing ground disturbance, water quality impairments or disruption to wildlife or wildlife habitat, cannot commence until the plan has been approved by the applicable provincial or territorial government.



Before beginning active mining operations the Company will be subject to an environmental assessment process in order to meet federal, provincial and territorial government regulations.

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The Company believes that compliance with the federal, provincial and territorial environmental regulations will have some impact on its operations, which amount cannot be estimated at this time, but the Company does not anticipate any difficulty in obtaining approval from federal, provincial or territorial authorities to commence mining operations if and when warranted.





Federal Environmental Regulation



Under the Canadian Constitution Act of 1983, the federal and provincial governments have discrete areas of jurisdiction. For the most part, responsibility for the environment is a matter which falls under provincial jurisdiction.  As a result, federal legislation and regulations do not materially affect the Company's current operations.



The Canadian federal government does have an environmental assessment process in place embodied in the Canadian Environmental Assessment Act (the
"CEAA").



The Company does not expect to be subject to CEAA while in the exploration phase.  Should the Company ever enter the development stage of any of its mineral properties it will be subject to CEAA during the development phase.



Mining Title in Peru



Under Peruvian law, the right to explore for and exploit minerals is granted by way of concessions. A Peruvian mining concession is a property-related right, distinct and independent from the ownership of land on which it is located, even when both belong to the same person.  The term of a concession is indefinite if it is properly maintained by payment of the annual fee.  The rights granted by a mining concession are protected against third parties, transferable, chargeable and, in general, may be the subject of any transaction or contract.  The basic unit for newly claimed mining concessions is 100 ha and the maximum area is 1,000 ha, with an unlimited number of concessions per titleholder.  Mining concessions may be privately owned and no State participation is required. Security of title is guaranteed and once a mining concession is granted it cannot be suspended, except when failure to pay the Annual Rent or the penalty for two consecutive years. Buildings and other permanent structures used in a mining operation are considered real property accessory to the concession on which they are situated.



Mining Title in Argentina



The laws, procedures and terminology regarding mineral title in Argentina differ considerably from those in the United States and in Canada.  Mineral rights in Argentina are separate from surface ownership and are owned by the federal government. Mineral rights are administered by the provinces.  The approval process is an administrative procedure under the authority of the province in which the property is located. The process includes a public notice and approval procedure allowing third parties to give notice of opposition or prior claims, if any, before the title to the concession is granted.



Mining Title in Chile



Under Chilean law, the right to explore for and exploit minerals is granted by way of concessions.  There are two kinds of mining concessions:  exploration and exploitation. Mining concessions are established by a resolution pronounced by a judge in an administrative procedure and without intervention of any other authority or person.Mining concessions are independent to the ownership of the land and are transferable.
Mining concessions may be privately owned and no State participation is required

23



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C.  Organizational Structure



The following diagram shows the Company and its subsidiaries, the laws under which they were incorporated and the dates on which they came into existence:





LUMINA COPPER CORP.
British Columbia
(March 3, 2000)100%LUMINA COPPER
SAC
Peru
(February 18, 2003)MINERA LUMINA
COPPER CHILE SA
Chile
(August 20, 2003)CRS RESOURCES CORP.
British Columbia
(October 3, 2001)MINERA SAN JORGE SA
Argentina
(May 30, 1997)VIZCACHITAS LTD.
Bahamas
(May 22, 1999)100%100%MORAGA RESOURCES CORP
British Columbia
(September 29, 1986)CORRIENTE ARGENTINA, INC.
Cayman
(July 29, 1994)COMPANIA MINERA VIZCACHITAS HOLDINGS
Chile
(January 13, 1998)100%CORRIENTE ARGENTINA SA
Argentina
(July 22, 1999)




D.  Property, Plant and Equipment



The Company has executive offices at 1550
- 625 Howe Street, Vancouver, British Columbia, V6C 2T6 which consist of 1648 square feet.  The Company co-leases its offices for a term of 5 years commencing on April 1, 2003 at a cost of $1,569 per month.



The present business of the Company is the acquisition of advanced stage copper properties as well as other mineral properties. The Company directly or thorough, CRS, its wholly owned subsidiary currently beneficially owns or has the right to acquire, directly or indirectly all, or a portion, of the rights, title and interest in ten (10) copper exploration properties.



The Company's ten properties are presented below in what the Company currently perceives are in their order of importance with the most important property being listed first.



Relincho Property, Chile



Acquisition



On January 8, 2004 the Company concluded an agreement with Andes Pacific Development S.A of Santiago Chile ("APDS") to acquire 100% of the Relincho property. Located approximately 630 km north
of  Santiago Chile the property consists of 19,516 hectares. To acquire the property the Company must make payments totalling $US6,000,000 consisting of US$1,000,000 immediately and US$5,000,000 in cash or the Company's shares (at the Company's election) by December 31,2006.  Provided the shares of the Company are trading on a recognised stock exchange in North America the Company will have the right to pay any/or all of the $US5,000,000 in shares of the Company based on the 20 trading days ending 5 trading days prior to the date of the issuance of the shares of the Company. The Company made the $US1,000,000 payment on January 9, 2004.

24

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Property Information



The Finnish mining group Outokumpu discovered porphyry style copper and molybdenum mineralization at the Relincho property in 1993. Exploration continued until 1997 when Outokumpu ceased all exploration in Chile and elsewhere. Five porphyry centres have been discovered to date: Los Amarillos, Relincho, Las Guias, Marja and Soledad which all occur within a five-kilometre corridor of hydrothermal alteration. Outokumpu drilled 150 diamond and RC drill holes totalling approximately 43,028 metres of which 120 holes totalling 35,469 metres were drilled at the Relincho porphyry centre.



The Relincho porphyry centre is located in the western third of the system and on surface covers an area of approximately 700 metres by 500 metres. Copper mineralization occurs mostly as primary sulphides, which are overlain by a 10 to 70 metre thick leach/oxide cap. The primarily sulphide mineralization has been traced to a maximum depth of about 700 metres and consists mostly of bornite and chalcopyrite along with varying amounts of molybdenite, pyrite, digenite and covellite.



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources





This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves



Exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



ClassCut-off (%Cu)Tonnes (Million)(Mt)CopperGrade Mo%%Measured and Indicated0.41840.40.024Measured and Indicated0.6740.60.027




Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources."  The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



Exploration completed to date has identified the following for Inferred Mineral Resource as defined by National Instrument 43-101:



ClassCut-off (%Cu)Tonnes (Million)(Mt)CopperGrade Mo


%%Inferred0.41010.510.017Inferred0.6140.670.024




The Relincho property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



El Galeno Property, Peru



25



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Acquisition



On June 9, 2003 the Company entered into an option agreement with Las Asuncion Negociacion Minera
S.A.C.  ("Asuncion") to earn a 100% interest in the El Galeno Property located in Northern Peru.



Under the option agreement the Company may purchase the property for cash payments totalling US$2.0 million as set out in the following table:



PeriodAmountOn signingUS $10,000 (paid)3 monthsUS $20,000 (paid)6 monthsUS $50,000 (paid)12 monthsUS $100,00024 monthsUS $300,00036 monthsUS $400,00048 monthsUS $1,120,000TotalUS $2,000,000




Payments starting in month 12 are subject to reduction if the average copper price (3 month London Metal Exchange average) moves between the determined ranges outlined in the following table:



Copper Price
      - US$Copper Price Payments Reduced by= or < than 0.6550%> 0.65 < 0.8035%> 0.80 < 1.0020%= or > 1.00No discount




The first three option payments and also 50% of the payment to be made at month 12 are to be in cash.   The remaining 50% of the month 12 payment, in addition to all the rest of the payments, may be made in shares of the Company provided that if the shares trade at a value below the agreed cash payment, the Company is obliged to pay the difference in cash to Asuncion.



The payment scheduled for the 48th month may be delayed for up to three years provided payments of a US $100,000 are made at each of the 48th, 60th and 72nd months, US$50,000 of which is a penalty for each year of delay and US$50,000 of which is applied to the delayed payment.



Property Information



|                                                                                                                                                                                                                                                                                                                                       | The following is a description of the El Galeno Property.  This description is taken from a report on the El Galeno Property dated June 2, 2003 prepared by Diane
Nicolson, Ph.D., MAIG of AMEC (Peru) S.A.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                      
|The El Galeno Property is located 600 km by road north of the city of Lima, in the province of
Cajamarca.  The property comprises four mining concessions that cover a total surface area of 1,347.5 hectares and which are centered on the El Galeno porphyry Cu-Au-Mo deposit.                                                      
|                                                                                                                                                                                                                                                                                                                                      
|Copper mineralization was first recognized on the property in 1993.  Subsequently the property has undergone a number of exploration campaigns by Newmont Peru Ltd. and North Compañia Mineria
S.A.  Twenty-one diamond drillholes and thirty reverse circulation drillholes for a total of 13,145 metres have been completed to date.

26

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Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources."  The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The following table summarizes the portion of the historical estimate considered to be an Inferred Mineral Resource as defined by National Instrument 43-101:



ClassTonnage Above Cut-off
Million TonnesGrade Cu (%)Grade Au (g/t)Grade Cu Eq (%)(2)Inferred(1)4860.570.140.66




(1)

The copper cut off grade was 0.40% copper

(2)

Calculation of Copper equivalent was based on the following formula:

Copper Equivalent equals Cu(%) + Au(g/t)x(11.25/17.64) using metal prices of US$.80 a pound
for copper and US$350 per ounce for gold.





The El Galeno Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



San Jorge Property, Argentina



Acquisition



On November 12, 2003 the Company concluded an agreement with Northern Orion Resources Inc. wherein the Company acquired 100% of the San Jorge property by making a payment of US$200,000 and issuing from its treasury 81,875 common shares.



Property Information



|                                                                                                                                                                                                                                                                                                         | The San Jorge Property is located in west-central Argentina approximately 110 km northwest of the provincial city of Mendoza and 250 Km northeast of Santiago, Chile.  The property comprises 2 mining concessions and 44 mining estacas that are owned by Minera San Jorge
S.A., a subsidiary of Northern Orion Resources Inc.  These concessions and estacas cover a total of 444.6 hectares.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                        
|Copper mineralization was first recognized on the property in the early 1960s. From the 1960s to 1998 the property has been explored by four exploration companies, namely Minera Aguilar
S.A., Exploraciones Falconbridge Argentina S.A., Recursos Americanos Argentinos
S.A. and Gruponer Concagua S.A



A total of 117 drillholes totalling over 20,000 metres have been drilled on the property between 1964 and 1996 including 11,831 metres of diamond drilling in 57 drillholes and 8,371 m of reverse circulation drilling in 60 drillholes.  Mineralization is hosted by both Carboniferous sediments and Permo-Triassic granitic and dacitic, porphyritic intrusives.  Both low and high-grade hypogene copper mineralization is dominated by chalcopyrite.  Superimposed on the hypogene mineralization is a supergene enriched zone, which comprises chalcocite, digenite and covellite, an oxide zone dominated by malachite and chrysocolla, and a poorly developed leached cap.





27



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Resources



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral



This section uses the terms
"measured" and "indicated mineral resources."  The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.



The relevant historic Measured and Indicated Mineral Resource estimate at a 0.3% Cu cutoff grade for the San Jorge property is 255 million tonnes at 0.44% Cu and 0.20 g/t Au as defined by National Instrument 43-101.



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The relevant historic Inferred Mineral Resource estimate at a 0.3% Cu cutoff grade for the San Jorge property is 29 million tonnes at 0.37% Cu and 0.15 g/t Au as defined by National Instrument 43-101.



The San Jorge Property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Vizcachitas  Property, Chile



Acquisition



On October 29, 2003 the Company entered into an agreement with General Minerals Corporation ("GMC") to purchase 100% of GMC's 51% indirect interest in the Vizcachitas Property and 100% indirect interest in additional exploration concessions that surround and are peripheral to the porphyry copper system. The collective group of concessions cover approximately 4,400 hectare and are located in central Chile. The terms of the agreement are that the Company will acquire from GMC all of the issued and outstanding shares of Vizcachitas Ltd., and the transfer of one share of Compania Minera Vizcachitas Holdings held in trust by GM Campana Ltd.  GMC's interest in the Vizcachitas property is held through the GMC's subsidiary, Compania Minera Vizcachitas Holdings, a corporation incorporated under the laws of Chile, which in turn is owned by Vizcachitas Ltd. and GM Campana Ltd. both corporations incorporated under the laws of the Bahamas, which in turn are owned by GMC.  The terms of the agreement are that the Company shall issue to GMC 500,000 common shares in the capital of the Company together with a
common share purchase warrant entitling GMC to acquire, from time to time, up to 500,000 common shares of the Company at $3.20 per share for a period of four years.

In the event the combined value of the 500,000 shares and the share purchase warrant does not exceed $5.0 million during a 48month period from the closing of the purchase the Company will pay to GMC the difference between their combined value at the end of the 48 month period.  Should the Company not fulfill the payment obligation at that time then all of the rights, title and interests in the property will be returned to GMC.

28



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Property Information



The Vizcachitas Property, located 80 km northeast of Santiago, Chile hosts Andean type porphyry copper deposit that contains a very large quantity of supergene and hypogene copper mineralization.



Previous work by GMC has included 18,300 metres of diamond drilling in 67 holes, geotechnical analyses, preliminary metallurgical testing, preliminary mine layout and open pit design, tailings studies and environmental base line studies.  In 1998 a positive pre-feasibility study was completed by Kilborn International for GMC.



The Vizcachitas property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Regalito Property, Chile



Acquisition



On October 20, 2003 the Company entered into an agreement with La Compañia Minera Caserones and Sociedad Minera California Una de la Sierra de Peña Negra wherein the Company was granted the exclusive option to acquire 100% of the Regalito property.  Located in Chile the property consists of 4158 hectares.  To acquire the property the Company shall make payments totalling $900,000 over an 8 year period and take responsibility for concession maintenance payments.  The Company has also agreed that, in the event copper prices shall exceed $1.00 per pound for an entire calendar year, the Company will pay a minimum of $200,000 in respect of the payments described above for that year.  After the 8th year of the Agreement, provided the price of copper exceeds $1.00 per pound for the entire calendar year, the Company will pay $200,000 per year until commercial production commences.  After commercial production commences, the Company will pay a NSR of between 1 and 3% depending on the price of copper. The Company will be entitled to recover a portion of its payments above as an offset against the NSR.



Property Information



|                                                                                                                                               | The Regalito Property is located in the 3rd region of Chile and hosts a large Andean type
"porphyry copper" deposit that contains a significant amount of supergene and oxide copper mineralization.  Copper mineralization was first recognized on the property in the early 1980's. Subsequently the property has undergone a number of exploration campaigns by the following companies: Newmont, Niugini Mining and BHP.  A total of 6,717 metres of reverse circulation and diamond drilling in 65 holes have been completed on the property.
|---------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                              
|The Regalito Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.
|                                                                                                                                              
|Redstone Property, Northwest Territories                                                                                                      



Acquisition



Pursuant to an agreement dated effective September 24, 2002, the Company, through CRS, acquired a 100% interest in the Redstone Property from Redstone Resources, Inc. ("Redstone") a company controlled by Newmont Mining Corporation.  Pursuant to the terms of the purchase agreement the Company has agreed to pay an aggregate sum of US$500,000.  The Company has paid US$200,000 and has agreed to pay US$300,000 on or before March 24, 2004.



In addition, the Company granted to Redstone a NSR to be calculated monthly as follows:



29



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NSR %Average Price of Copper(1)3%If less than or equal to US$0.75 per pound3.5%If greater than  US$0.75 and less than or equal to US$1.00 per pound4%If greater than US$1.00 per Pound


Note:

(1)

means the average of the New York Commodities Exchange final daily spot Prices for Copper reported for the calendar month of production.



The following is a description of the Redstone property. This description is taken from a report of the Redstone Property dated March 2003 prepared by A.W. Gourlay P.Geol., F.G.A.C. of Vancouver, British Columbia, Canada.

The Redstone copper deposit is located 290 kilometres south of Norman Wells   in the Nahanni Mining District, Northwest Territories. The property comprises  5 Mining Leases totalling 5,661.75 hectares (13,990 acres) owned by Lumina Copper Corp. The copper occurrences, which now constitute the property, were discovered by regional prospecting during 1961. In 1963, a program of detailed geological mapping and a drill program totalling 1,619 metres (5,312 ft.) in 18 diamond drill holes was completed.  At that time the importance of these
"red-bed copper" deposits and their similarity to the Rhodesian Copper Belt were recognized by the late Dr. J.A. Coates.  Twenty seven drill holes totalling 5,283 metres (17,332 ft.) were completed in 1964.  In 1970 the property was optioned to Cerro Mining Company of Canada Limited.



|                                                                                                                                                                                                                      | During 1971 Cerro drilled three diamond drill holes totalling 1,375 metres (4,512 ft.). Shell Canada Resources Limited ("Shell") optioned the property in 1975 and in 1976 completed five diamond drill holes for a total of 4,052 metres (13,296 ft.) of drilling in the central and northern parts of the property. This was followed by an additional 3,200 metres (10,499 ft.) of drilling in three holes during 1977.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                     
|As security for the instalment payments the Company's wholly owned subsidiary CRS granted in favour of Redstone a debenture for the principal sum of US$400,000 which debenture charges all of the Redstone Property.



Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The exploration completed to date has identified an Inferred Resource of 33.6 million tonnes grading 3.92% copper and 9 g/t silver using a copper cut off grade of 2.5%, as defined by National Instrument 43-101.



The Redstone property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.

30



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The Pashpap Property, Peru



In July 2003 the Company acquired, by staking, the Pashpap Property.



|                                                                                                                                                                                                                                                                                                                                                                                          | Property Information
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------
|                                                                                                                                                                                                                                                                                                                                                                                         
|The Pashpap Property, consisting of 8 mining concessions (6,240 Hectares) is located in Ancash department of northern Peru.  The Pashpap property contains an Andean type
"porphyry copper" hydrothermal system that has                                                                                                                                                                 
|at least five pro- phyry centres and a skarn zone.  Copper mineralization was first recognised on the Pashpap property in 1914.  Subsequently the property has undergone a number of exploration campaigns by the following companies:
Newmont, AMAX, Homestake, Buenaventura and Noranda.  A total of 16,245 metres of diamond drilling in 88 holes have been completed on the property.
|                                                                                                                                                                                                                                                                                                                                                                                         
|The Pashpap Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.                                                                                                                                                                                                                                            



Casino Property, Yukon Territory



Acquisition



Pursuant to an agreement dated July 15, 2002 between the Company, through its wholly owned subsidiary CRS, and Great Basin Gold Ltd. ("Great Basin"), the Company acquired an option to purchase a 100% interest in 161 mineral claims in west-central Yukon, Canada known as the Casino Property.  The option may be exercised by the Company at any time until July 15, 2007 upon payment of an aggregate of $1,000,000 to Great Basin in the form of cash or shares of the Company.  For this purpose, the shares of the Company will be valued based on the 20 consecutive trading-day weighted average trading price of such shares for the 20 day period ending four days prior to the delivery of the notice of exercise of the option by the Company to Great Basin.



To maintain the option in good standing the Company issued on May 23, 2003 to Great Basin 100,000 shares and 100,000 warrants (each warrant entitling Great Basin to purchase one additional share of the Company for a period of two years, at $.80 per share.  In addition to the warrants noted above, the Company must issue a further warrant to permit Great Basin to buy 100,000 shares of the Company for a period of two years at a price being the maximum discount permitted by the Exchange to the closing price of the Company' shares on the Exchange on each of the next two year anniversary dates from May 23, 2003 up to a maximum total of warrants to purchase 300,000 shares of the Company.



In the event the option is exercised and a decision is made to put the Casino Property into commercial production, the Company will pay to Great Basin the additional sum of $1,000,000.  Certain portions of the
Casino Property are subject to a royalty agreement in favour of Archer, Cathro & Associates (1982) Ltd ("Archer Cathro") and a claim purchase agreement with Wildrose Resources Ltd ("Wildrose").  The royalties and encumbrances are as follows:



- A 5% NPI in favour of Archer Cathro on 83 of the minerals claims (the
    "Casino A Claims") which royalty expires on March 25, 2005 as to 35 claims, March 25, 2006 as to 30 claims, March 25, 2007 as to 11 claims and March 25, 2009 as to 7 claims; and
- A 5% NPI in favour of Archer Cathro on 55 of the mineral claims (the
    "Casino B Claims") which royalty expires on March 25, 2005 as to 14 claims, March 25, 2006 as to 17 claims and March 25, 2007 as to 24 claims.

31



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In addition the Casino B Claims are subject to an agreement between Great Basin and Wildrose whereby Wildrose has agreed to pay the annual filing fees and assessment payments being a total of $13,800 in annual assessment fees and $690.00 in recording fees on the Casino A and B claims in order to maintain them in good standing.  In return Wildrose has the right to acquire the Casino B Claims for $1 each subject to Great Basin reserving a 10% NPI in the Casino B claims.



Property Information



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The following is a description of the Casino Property.  This description is taken from a report on the Casino Property dated January 2003 prepared by
C.M. Rebagliati P. Eng. of Rebagliati Geological Consulting Ltd. of Vancouver, BC, Canada, and Ross Banner
P.Eng. of RH Banner Ltd. of North Vancouver, BC. Canada.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The Casino porphyry copper-gold-molybdenum deposit is located 300 km northwest of Whitehorse in the west central Yukon.  Porphyry copper mineralization was first recognized at Casino in 1967.  From 1967-1990 various companies drilled 57 core holes (12,294 metres) and 33 reverse circulation holes (5,188 metres).  In 1991 Archer, Cathro acquired the property and completed a 21-hole HQ diamond-drilling program.  In 1992 Pacific Sentinel Gold Corp. acquired the property from Archer Cathro and commenced a major exploration program.  From 1992 until 1995 work included surface soil sampling, trenching investigations, 236 HQ and NQ diamond drill holes totalling 73,084 metres, comprehensive metallurgical investigations, environmental studies and socio economic activities



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources



This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves



The exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



MaterialTonnes (Million)(Mt)GoldCopperMolyCu Eqg/t%%%


Supergene Oxide(2)360.320.360.020.63Supergene Sulphide(2)1030.320.350.030.65Hypogene(2)3230.280.260.020.51




(1)

The copper cut off grade was 0.20% copper.

(2)

Calculation of Copper equivalent was based on the following formula:

Copper Equivalent equals Cu(%) + Au(g/t)x(11.25/17.64) using metal prices of US$.80 a pound for copper and US$350 per ounce for gold.



The Casino Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



32



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Taca Taca Property, Argentina



Acquisition



In August 2003 the Company, through its wholly owned subsidiary CRS, obtained from Corriente Resources Ltd. of Vancouver British Columbia, Canada the right to acquire all of the issued and outstanding shares in the capital of Corriente Argentina Inc. for the following consideration:



1.

US$25,000 (which sum has been paid);

2.

US$25,000 and 100,000 shares of the Company on October 7, 2003;

3.

100,000 shares of the Company on October 7, 2004;

4.

100,000 shares of the Company on October 7, 2005;

5.

US$100,000 on October 7, 2006; and

6.

US$1,000,000 on October 7, 2007.



In the event the Company does not make a required payment or share issuance it has agreed it will transfer back to Corriente Resources Ltd. all of the shares of Corriente Argentina Inc. and the Company will have no further obligations with respect to any further payments or share issuances.



Corriente Argentina Inc. is the owner of all of the issued and outstanding shares in the capital of Corriente Argentina S.A. which in turn is the owner of the Taca Taca Lower Property which consists of thirteen (13) mining concessions (2,546 hectares) which property is located in Salta Province, Northwestern Argentina. In addition the Taca Taca property is subject to a royalty of 1.5% of NSR in favour of eight individuals.



Property Information



The following is a description of the Taca Taca Property.  This description is taken from a report on the Taca Taca Property dated May 27, 2003 prepared by Steven Blower, P.Geo. AMEC (Peru) S.A ("AMEC").

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|The Taca Taca Property, consisting of 13 mining concessions (2546 Hectares), is located in the Puna (altiplano) region of northwest Argentina, in western Salta province.  It is approximately 230 km due west of the city of Salta and 55 km east of the Chilean border.  The Taca Taca Property contains a large Andean type
"porphyry copper" hydrothermal system that has generated a significant amount of supergene and hypogene copper, molybdenum and gold mineralization.  The supergene zone is typically 20 m to 60 m thick and consists of chalcocite and covellite coatings on hypogene chalcopyrite and pyrite. Copper mineralisation was first recognized on the Taca Taca Property in the 1960's. Subsequently the property has undergone a number of exploration campaigns by the following companies: Falconbridge, Gencor, BHP Minerals, Corriente and Río Tinto. A total of 24,033 metres of reverse circulation and diamond drilling in 156 holes have been completed on the property.



Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.

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The exploration completed to date has identified the following for an Inferred Mineral Resource, as defined by National Instrument 43-101:



ClassTonnage Above
Cut-off Million TonnesGrade Cu (%)Grade Au (g/t)Grade Cu Eq (%)Inferred(1)1060.660.130.74




(1)

The copper cut off grade was 0.40% copper

(2)

Calculation of Copper equivalent was based on the following formula:

Copper Equivalent equals Cu(%) + Au(g/t)x(11.25/17.64) using metal prices of US$.80 a pound for copper and US$350 per ounce for gold.



The Taca Taca Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature



Hushamu Property, British Columbia



Acquisition



Pursuant to a share purchase agreement dated August 21, 2002, the Company, through its wholly owned subsidiary, CRS, acquired from iTech Capital Corp. (formerly Jordex Resources Ltd.) 100% of the issued and outstanding shares of Moraga Resources Corp., which in turn owns the Hushamu Property.  The purchase price of the shares of Moraga Resources Corp. was $110,000, which has been paid.



In addition the Company has agreed to pay the sum of $1,000,000 sixty days after a decision is made to proceed with commercial development of the Hushamu Property.  The Hushamu Property is subject to a NPI in the amount of 10% in favour of BHP Billiton Diamonds Inc.



Property Information



The following is a description of the Hushamu Property.  This description is taken from a Resource Estimate Report of the Hushamu Copper-Gold Deposit dated December 31, 2002, as amended February 28, 2003, prepared by G.H. Giroux, P.Eng., MASc. of Giroux Consultants Ltd. of Vancouver, British Columbia and David J. Pawliuk, P.Geo. of Nanoose Geoservices of Nanoose Bay, British Columbia.

Property Information



|                                                                                                                                                                                                                                                                                                                          | The following is a description of the Hushamu Property.  This description is taken from a Resource Estimate Report of the Hushamu Copper-Gold Deposit dated December 31, 2002, as amended February 28, 2003, prepared by
G.H. Giroux, P.Eng., MASc. of Giroux Consultants Ltd. of Vancouver, British Columbia and David J.
Pawliuk, P.Geo. of Nanoose Geoservices of Nanoose Bay, British Columbia.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                         
|The Hushamu Property is located on northern Vancouver Island about 25 km west of Port Hardy and 360 km northwest of Vancouver, British Columbia. The property consists of 144 mineral claims within the Nanaimo mining division.  The Hushamu Property is situated about 29 km from the reclaimed BHP Island Copper Mine.



Porphyry copper-gold-molybdenum mineralization occurs within altered Bonanza Formation rocks at the Hushamu deposit.  The northern part of the Hushamu copper-gold deposit has characteristics of a deep seated porphyry copper-gold occurrence, and the southern part of the Hushamu deposit area has characteristics of a shallow, advanced argillic, epithermal occurrence. Multiple episodes of brecciation, alteration and mineralization have occurred.  Pyrite is the main sulphide mineral within the Hushamu deposit area.  Chalcopyrite is the main copper mineral with lesser amounts of hypogene bornite, chalcocite and covellite.



Porphyry copper-gold-molybdenum mineralization occurs within altered Bonanza Formation rocks at the Hushamu deposit.  The northern part of the Hushamu copper-gold deposit has characteristics of a deep seated porphyry copper-gold occurrence, and the southern part of the Hushamu deposit area has characteristics of a shallow, advanced argillic, epithermal occurrence. Multiple episodes of brecciation, alteration and mineralization have occurred.  Pyrite is the main sulphide mineral within the Hushamu deposit area.  Chalcopyrite is the main copper mineral with lesser amounts of hypogene bornite, chalcocite and covellite.



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Resources



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources



This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves



The exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



ClassTonnage Above Cut-off
Million TonnesGrade Cu (%)Grade Au (g/t)Grade Cu Eq (%)Measured14.00.370.411Indicated49.70.370.411Measured + Indicated(1)63.70.370.4110.63


(1)

The copper cut off grade was 0.30% copper

(2)

Calculation of Copper equivalent was based on the following formula:

Copper Equivalent equals Cu(%) + Au(g/t)x(11.25/17.64) using metal prices of US$.80 a pound for copper and US$350 per ounce for gold.



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of the Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The exploration completed to date has identified the following for Inferred Resource, as defined by National Instrument 43-101:



ClassTonnage Above  Cut-off
Million TonnesGrade Cu (%)Grade Au (g/t)Grade Cu Eq (%)Inferred(1)18.20.350.480.66


(1)

The copper cut off grade was 0.30% copper

(2)

Calculation of Copper equivalent was based on the following formula:

Copper Equivalent equals Cu(%) + Au(g/t)x(11.25/17.64) using metal prices of US$.80 a

pound for copper and US$350 per ounce for gold.



The Hushamu Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



This Item 5 provides the operating and financial review of both the Company and CRS.

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This discussion should be read in conjunction with the audited financial statements of the Company and CRS and related notes included therein.



All statements other than statements of historical facts included in this Form 20-F, including, without limitation, the statements under
"Operating and Financial Review and Prospects," "Information on the Company," and
"Property, Plant and Equipment" and located elsewhere herein regarding industry prospects and the Company's and CRS' financial positions are forward-looking statements.  Although both the Company and CRS believe that the expectations reflected in such forward-looking statements are reasonable, neither can give any assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from either the Company's or CRS' expectations ("Cautionary Statements") are disclosed in this Form 20-F, including, without limitation, in conjunction with the forward-looking statements included in this Form 20-F under
"Item 3(D) - Risk Factors."  All subsequent written and oral forward-looking statements attributed to the Company or CRS or persons acting on their behalf are expressly qualified in their entirety by the Cautionary Statement. There is significant risk that actual results will vary, perhaps materially from results projected depending on such factors as changes in general economic conditions, financial markets, copper prices and other metals, technology and exploration hazards.



A.

Operating Results

Operating Results of the Company

United States Generally Accepted Accounting Principles



Nine Months Ended September  30, 2003 ("Interim 2003") compared to September 30, 2002 ("Interim 2002").



No comparisons can be made for Interim 2002 to Interim 2003 as CRS, being the accounting parent under the reverse takeover with the Company, did not carry on any operations during Interim 2002.



Comparison of Canadian GAAP and United States GAAP for Interim 2003 and 2002.



Under Canadian GAAP, it is appropriate to defer mineral property acquisition costs until a decision to abandon the property is made, it is determined that the property does not have economically recoverable reserves or CRS is unlikely to pursue exploration activities on the property.  Under US GAAP, mineral property exploration costs are expensed until it can be proven that economically viable reserves are present on the property and CRS has the ability and intention to pursue exploitation of these reserves.



Canadian GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible assets. Recent standards for business combinations, however, refer to mineral use rights as an example of contract-based

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intangibles, without removing the definition that categorizes them as tangible assets. The Company has classified these assets as Mineral Property tangible assets in accordance with its interpretation of Canadian GAAP



The company has determined that under Canadian GAAP it is not required to account for its contract based mining assets as intangible assets and therefore continues to account for them as tangible assets.  Although the company believes its accounting policy for contract based mining assets in appropriate and consistent with Canadian GAAP, there is an alternative interpretation of Canadian GAAP that would consider them to be tangible assets.



This alternative interpretation would provide for the capitalization of a contract based mining asset as an intangible asset at its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination.  For exploration stage mineral interests such as those owned by the company, the excess of the carrying value over the residual value of the intangible assets would be amortized on a straight-line basis over the period in which the company expected to: (a) complete its exploration process or (b) convert, develop or further explore the underlying properties.  For the company, a reasonable estimate of this amortization period would be from 5 to 11 years.



It is possible that the CICA may provide additional guidance in the future that would serve to clarify and/or alter the present guidance available.  Such future guidance (if provided) may result in changes to the company's current method of accounting for its contract based mining assets.  Unless such alternative guidance is provided, the company expects to continue accounting for these assets as tangible assets.



Under U.S. GAAP, mineral interests representing mineral use rights for parcels of land not owned by the Corporation are treated as intangible assets.  The amount capitalized related to a mineral interest represents its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination.

For exploration stage mineral interests the excess of the carrying value over the residual value of the intangible assets is amortized on a straight-line basis over the period in which the corporation expects to: (a) complete its exploration process or (b) convert, develop or further explore the underlying properties.

Residual values for mineral interests at the exploration stage represent the expected fair value of the interests at the time the corporation plans to convert, develop, further explore or dispose of the interests.  Residual values are determined for each individual property.



Had the Company followed U.S. GAAP, the assets on the consolidated balance sheet at September 30, 2003 would have been reduced from $6,001,380 to $5,581,417 as a result of mineral interests amortized and mineral exploration costs expensed, under U.S. GAAP, of $136,772 and $283,191 respectively. In addition, the expenses and net loss in the consolidated statement of operations for the 9 months ended September 30, 2003 would have increased from a loss of $488,187 under Canadian GAAP to a loss of $870,275 under U.S. GAAP as a result of mineral interest amortization of $98,897 and mineral exploration expenses of $283,191.



Fiscal year ended December 31, 2002 compared to fiscal year ended December 31, 2001.



The Company's expenses for the year ended December 31, 2002 were $65,928 compared to $58,417 for the year ended December 31, 2001 as a result of an increase in accounting and audit fees and transfer agent fees of $2,421 and $2,668 respectively.



The Company incurred a net loss of $54,628 for the year ended December 31, 2002 compared to $37,053 for the year ended December 31, 2001.  This increased loss of $17,575 is a result of an increase in accounting, audit fees and transfer agent fees of $2,421 and $2,668 respectively as well as a reduction of $10,064 in interest income in fiscal year 2002.  The Company did not have any other income in fiscal 2002 and 2001.

Comparison of Canadian GAAP and United States GAAP as applicable to the Company's operations.



There are no material differences between Canadian GAAP and United States GAAP for this period.



Fiscal year ended December 31, 2001 compared to the fiscal period ended December 31, 2000.



The Company's expenses for the year ended December 31, 2001 were $58,417 as compared to $22,839 for the fiscal period ended December 31, 2000 (being from the date of the Company's inception on March 3, 2000).  The increase was due to primarily to the payment of $36,000 in office expenses paid in the year ended December 31, 2001 (compared to nil in the period ended December 31, 2000).



The Company incurred a net loss of $37,053 for the year ended December 31, 2001, compared to a net loss of $8,837 for the period ended December 31, 2000.



37



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The Company had interest income of $21,364 in the year ended December 31, 2001 and interest income of $14,002 in the period ended December 31, 2000.  The Company did not have any other income in the year ended December 31, 2001 and period ended December 31, 2000.



Comparison of Canadian GAAP and US GAAP as applicable to the Company's operations.



Under Canadian
GAAP, the issuance of stock options to directors does not require any pro-forma fair value disclosure in the Company's financial statements unless the options were issued subsequent to December 31, 2001. Under US
GAAP, the issuance of such options necessitates pro forma disclosure of the fair value effects of the issuance of these options on net loss and net loss per common share.  The pro forma expense recorded in the pro forma disclosure is calculated based on the fair value of the options issued to these directors using the
Black-Scholes option pricing model.



The fair value of each option granted was estimated at the date of grant using the
Black-Scholes pricing model with the following weighted average assumptions: risk free interest rates of 5.95%; dividend yield of nil; volatility factor of the expected market price of the Company's common stock of 105% and a weighted average expected life of the option of 5 years.



For the purposes of pro forma disclosure, the estimated fair value of the options is amortized to expense over the vesting period. Accordingly for the period ending December 31, 2000 the Company's pro forma SFAS 123 Compensation Expense under US GAAP was $91,440 and the pro forma net loss per common share (basic and diluted) was $0.02.



In addition, US GAAP requires that operational costs assumed on the company's behalf and at no cost to the company be most appropriately recognized as capital contributions.  There are no similar requirements under Canadian
GAAP.  During the period ended December 31, 2000, there were $30,000 in such expenses relating to office services assumed on the company's behalf.



Operating Results of CRS

United States Generally Accepted Accounting Principles



See Note 10 to the consolidated financial statements of CRS for a comparison of Canadian GAAP and US GAAP as applicable to CRS's operations.  Under US
GAAP, it is appropriate that all mineral property acquisition costs be accounted for as intangible assets and amortized, and exploration expenditures be expensed in the year incurred in an exploration stage company.



Fiscal year ended December 31, 2002 compared to fiscal year ended December 31, 2001.

As CRS was incorporated on October 3, 2001 and did not commence operations until 2002, no year to year comparisons can be made.  Its expenses for the year ended December 31, 2002 were $3,356,101, consisting mainly of a stock-based compensation expense of $3,325,067 related to the issuance of units during 2002 and professional fees of $26,248 relating to due diligence and technical analysis of its mineral properties.  CRS incurred a net loss of $3,356,101 for this year.  In 2002, CRS incurred $1,018,653 in property acquisition costs in acquiring the Redstone and Hushamu mineral properties, entering into an option agreement to acquire the Casino Property, and a deposit on the Taca Taca Property.  CRS did not incur any mineral exploration costs during fiscal 2002.



Comparison of Canadian GAAP and US GAAP as applicable to CRS's operations.



Under Canadian GAAP, it is appropriate to defer mineral property acquisition costs until a decision to abandon the property is made, it is determined that the property does not have economically recoverable reserves or CRS is unlikely to pursue exploration activities on the property.  Under US GAAP, mineral property exploration costs are expensed until it can be proven that economically viable reserves are present on the property and CRS has the ability and intention to pursue exploitation of these reserves.

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Canadian GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible assets. Recent standards for business combinations, however, refer to mineral use rights as an example of contract-based intangibles, without removing the definition that categorizes them as tangible assets. As disclosed above, the Company has classified these assets as Mineral Property tangible assets in accordance with its interpretation of Canadian GAAP.



Under U.S. GAAP, mineral interests representing mineral use rights for parcels of land not owned by the Corporation are treated as intangible assets.  The amount capitalized related to a mineral interest represents its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination.

For exploration stage mineral interests the excess of the carrying value over the residual value of the intangible assets is amortized on a straight-line basis over the period in which the corporation expects to: (a) complete its exploration process or (b) convert, develop or further explore the underlying properties.  For the Company, a reasonable estimate of this amortization period would be from 5 to 11 years.

Residual values for mineral interests at the exploration stage represent the expected fair value of the interests at the time the corporation plans to convert, develop, further explore or dispose of the interests.  Residual values are determined for each individual property.

Had CRS followed US
GAAP, the assets of CRS in CRS' Consolidated Balance Sheet for the year ended December 31, 2002 would have been reduced from $3,960,836 to $3,922,961 as a result of the amortization of mineral interests under US GAAP in the amount of $37,875. In addition the expenses and net loss of CRS in its Consolidated Statement of Operations for the year ended December 31, 2002 would have increased from a loss of $3,356,101 under Canadian GAAP to a loss of $3,393,976 as a result of the amortization of mineral interests under US GAAP in the amount of $37,875.



B.  Liquidity and Capital Resources



Liquidity and Capital Resources of the Company



To date, virtually all funding for the Company's business and ongoing operations has come from common share issuances.  During the year ended December 31, 2000, the Company raised net proceeds of $650,771 in equity.  No further funds were raised until 2002 when the Company raised $10,050 by the exercise of warrants.



The Company's cash position (including temporary investments) at December 31, 2002 was $550,115 as compared to $606,617 at December 31, 2001, representing a 9% decrease.

The Company's net working capital position (current assets less current liabilities) decreased to $560,303 in the year ended December 31, 2002 from $604,881 in the year ended December 31, 2001 due primarily to a decrease in interest revenue from $21,364 in the year ended December 31, 2001 to $11,300 in the year ended December 31, 2002 and the increase of audit and filing fees.



In the year ended December 31, 2001, interest revenue provided sufficient cash to pay 36% of the operating overhead, leaving a loss of $37,053.  In the year ended December 31, 2002 interest revenue provided sufficient cash to pay 17% of the operating overhead, leaving a loss of $54,628.



Comparison of Canadian GAAP and United States GAAP as applicable to the Company's Liquidity and Capital Resources



The difference between the Canadian and U.S. bases that affects the Company's financial statements with regard to liquidity and capital resources is the disclosure employed for certain stock options issued to directors in 2000 and the assumption of office service costs on the company's behalf.



The effects of these items on the financial statements are discussed on page 38.





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Liquidity and Capital Resources of CRS



In management's view, given the nature of CRS's operation, which consists of exploration and evaluation of mining properties, the most meaningful financial information relates primarily to current liquidity and solvency. CRS's financial success will be dependent upon the extent to which it can discover mineralization and the economic viability of developing the properties.  Such development may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. The sales value of any mineralization discovered by CRS is largely dependent upon factors beyond its control such as the market value of the metals produced.



CRS's historical capital needs have been met by equity subscriptions.  CRS does not expect to receive income from any of its properties in the foreseeable future.  CRS does not now and does not in the future expect to engage in currency hedging to offset any risk of currency fluctuations.



As at the year ending December 31, 2002, CRS had working capital of $2,423,200.

In November 2002, CRS completed an initial private placement of 5,060,000 units for cash of $0.01 per unit for gross proceeds of $50,600.  For accounting purposes, the company has recorded the issuance of these units at their fair value of $0.75 per unit.  The difference between the fair value of $0.75 per unit and the cash received of $0.01 per unit has been recorded as current or deferred stock-based compensation expense.  Each unit is comprised of one common share and one half share purchase warrant, with each full share purchase warrant entitling the holder to purchase one additional share at $1.50 per share at any time during the two year period commencing from the date CRS either gained a listing of its shares on a stock exchange or inter-dealer trading system or was acquired by a company listed on a stock exchange or inter-dealer trading system.  In December 2002 CRS undertook a second private placement of 3,015,000 units at a price of $1.00 per unit for gross proceeds of $3,015,000. Each unit is comprised of one common share and one share purchase warrant, with each share purchase warrant entitling the holder to purchase one additional share at $1.50 per share at any time during the two year period commencing from the date CRS either gained a listing of its shares on a stock exchange or inter-dealer trading system or was acquired by a company listed on a stock exchange or inter-dealer trading system.  By December 31, 2002 CRS received cash proceeds of $2,415,000 and the balance of $600,000 was received in early January 2003. CRS issued 112,500 units as a finder's fee for the second private placement.

The funds raised by way of the two private placements were used to make acquisition payments on CRS' properties, a reserve for further exploration on CRS' Redstone Property, further acquisitions and for working capital purposes.

As of December 31, 2002 CRS had property purchase obligations arising from the acquisitions of the Hushuma and Redstone properties totalling $681,040.  Of this amount $207,760 is due in the fiscal year ending December 31, 2003 and the balance in the fiscal year ending December 31, 2003. CRS has sufficient funds from its working capital to satisfy these obligations.



Comparison of Canadian GAAP and United States GAAP as applicable to CRS's Liquidity and Capital Resources.



See discussion of differences on page 39.  None of the differences noted affect the liquidity and capital resources of CRS.



The Company is in the acquisition and exploration stage on its mineral properties and therefore has no regular cash flow. In the short term, the Company expects that its existing capital requirements arising from the evaluation of its existing mineral properties and fulfilling its future acquisition costs and planned exploration expenditures will be met from the Company's working capital.  The Company has property payment and exploration commitments of $1,188,950 in 2004 and 2005.  In the event the Company will require additional capital in order to finance further acquisitions and undertake exploration of mineral properties or for general and administrative expenses it will have to depend on raising funds by the issuance of shares.  Due to the general uncertainties of the financial markets, the Company cannot guarantee that it will be successful in raising any additional funds required.



40



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As at February 29, 2004 the Company had working capital in the amount of $10,040,981.  The Company expects that these funds will be expended as follows:



DescriptionAmount ($)Acquisition payments on the Redstone Property for 2004390,000Acquisition payments on the El Galeno Property for 2004 and 2005520,000Acquisition payments on the Regalito Property for 200
4 and 200
530,000Exploration costs on the Regalito Property510,000Management Fees for the next 24 months457,900Overhead Costs for the next 24 months840,000Reserve for future exploration programs3,000,000Reserve for acquisition costs of new properties1,000,000Unallocated Working Capital3,293,081TOTAL$10,040,981


In the long term, the Company's financial success will be dependent on the extent to which it can discover mineralization and establish the economic viability of developing the mineral properties. Such development may take years to complete and future cash flows, if any, are difficult to determine with any certainty.  The realization value of any mineralization discovered by the Company is largely dependent on factors beyond the Company's control such as the market value of the metals produced, mining regulations in Canada and other foreign countries and foreign exchange rates.



None of the Company's mineral properties currently have reserves and the Company has not begun any exploration for minerals on its mineral properties.



Critical Accounting Policies

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  As described below, significant estimates and assumptions are used in determining the application of the going concern concept and the deferral of costs incurred for mineral properties, deferred explorations and assets held for sale.  The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances.  The Company's estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



The Company believes the policies for mineral properties and deferred exploration are critical accounting policies that affect judgments and estimates used in the preparation of the Company's financial statements.



The Company considers that its mineral properties have the characteristics of property, plant and equipment, and, accordingly defers acquisition and exploration costs under Canadian generally accepted accounting principles.  The recoverability of mineral property and future deferred exploration expenditures is dependant upon the discovery of economically recoverable reserves and on the future profitable production or proceeds from disposition, of the Company's properties.



Canadian GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible assets. Recent standards for business combinations, however, refer to mineral use rights as an example of contract-based intangibles, without removing the definition that categorizes them as tangible assets. The Company has classified these assets as Mineral Property tangible assets in accordance with its interpretation of Canadian GAAP.

41

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Changes in circumstances in the future, many of which are outside of management's control, will impact on the Company's estimates of future recoverability of net amounts to be realized from their assets.  Such factors include, but are not limited to, the availability of financing, the identification of economically recoverable reserves, co-venture decisions and developments, market prices of minerals, the Company's plans and intentions with respect to is assets and other industry and competitor developments.



The Company has not yet begun exploring its mineral properties and has not yet determined whether the properties contain mineral reserves that are economically recoverable.  Development of any property may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty.  The sales value of any mineralization discovered by the Company is largely dependant upon factors beyond the Company's control, such as the market value of minerals recovered.



The Company believes it has the ability to obtain the necessary financing to meet commitments and liabilities as they become payable, and that economically recoverable reserves will be discovered.



While the Company believes that economically recoverable reserves will be identified, and that the value of the assets held for sale will be recovered, there is no assurance that this will occur.  Failure to discover economically recoverable reserves will require the Company to write-offs costs capitalized to date.



Recent accounting pronouncements



Asset retirement obligations



In July 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations."  This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities.  It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees.  This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002.

This is substantially consistent with the CICA Handbook Section 3110,
"Asset Retirement Obligations," which is effective for fiscal periods beginning on or after January 1, 2004.



Foreign currency and hedging



In November 2001, the CICA issued Accounting Guideline 13,
"Hedging Relationships" ("AcG 13") which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company's years ending on or after August 1, 2003.  Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis.  To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective.  The Company does not currently have any hedging relationships.



Disposal of Long-Lived Assets and Discontinued Operations



In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP.  The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged.  The key aspects of Handbook Section 3475 are as follows:

42



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- a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;
- a long-lived asset can only be classified as held for sale if certain criteria are met;
- an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;
- a loss recognized on classification of an asset as held for sale does not include future operating losses;
- discontinued operations are defined more broadly than previously.  They comprise dispositions where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;
- the income statement display of discontinued operations is unchanged from previous display; and
- various disclosures related to the disposal of long-lived assets is required.



The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.



Stock-based compensation



In December 2002, the FASB issued SFAS No.148
"Accounting for Stock-Based Compensation-Transition and Disclosure - an amendment of FASB Statement No.123"
(FAS 148).  The statement amends SFAS 123 "Accounting for Stock Based Compensation"
(FAS 123) to provide alternative methods of voluntarily transitioning to the fair value based method of accounting for stock-based employee compensation.  FAS 148 also amends the disclosure requirements of FAS 123 to require disclosure of the method used to account for stock-based employee compensation and the effect of the method on reported results in both annual and interim financial statements.  The disclosure provisions will be effective for the Company beginning with the Company's quarter ended March 31, 2003.  The Company has no current intention to change its policy of accounting for stock-based compensation.



Accounting for Severance and Termination Benefits



In March 2003, the EIC issued EIC Abstract 134 for
"Accounting for Severance and Termination Benefits," which addresses the various types of severance and termination benefits related to the termination of an employee's services prior to normal retirement.  The accounting treatment must be
applied prospectively to exit or disposal activities initiated after March 31, 2003.  This Abstract harmonizes Canadian GAAP and U.S.
GAAP.



Costs associated with exit or disposal activities



In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146
"Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146").  FAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities, and is effective for exit or disposal activities initiated after December 31, 2002.  FAS 146 nullifies Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3") Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain costs Incurred in Restructuring).  The principal difference between FAS 146 and EITF 94-3 relates to the recognition of a liability for a cost associated with an exit or disposal activity.  FAS 146 requires that the cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas under EITF 94-3 the liability is recognized at the date of an entity's commitment to an exit plan.  This is substantially consistent with the CICA EIC Abstract 135,
"Accounting for Costs Associated with Exit and Disposal Activities (including Costs Incurred in a Restructuring)."  The Company is currently assessing the impact of FAS 146 and EIC Abstract 135 on its financial position and results of operations.



Guarantees



In November 2002, the FASB issued Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), which requires certain disclosures to be made by a guarantor in its interim and annual financial statements for

43



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periods ending after December 15, 2002 about its obligations under guarantees.  FIN 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees entered into or modified after December 31, 2002.  FIN 45 requires the guarantor to recognize a liability for a non-contingent component of certain guarantees; that is, it requires the recognition of a liability for the obligation to stand ready to perform in the event that specified triggering events or conditions occur.  The initial measurement of this liability is the fair value of a guarantee at inception.  This is substantially consistent with the CICA Accounting Guideline AcG-14, Disclosure of Guarantees.  The Company does not have any guarantees under these standards.



Variable interest entities



In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."  FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective for all new variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003.  The Company does not have any variable interest entities which will require consolidation.



Derivatives and hedging activities



In April 2003, the FASB issued SFAS No. 149,
"Amendment of SFAS No. 133 on Derivatives Instruments and Hedging Activities."  SFAS 149 amends and clarifies accounting for SFAS No.133
"Accounting for Derivative Instruments and Hedging Activities."  In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition of an underlying to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128,
"Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments."



SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.  CICA EIC Abstract 128 is effective for fiscal years beginning on or after July 1, 2003.  The Company will adopt the provisions of SFAS No. 149 for U.S. GAAP purposes on August 1, 2003 and will adopt the provisions of CICA EIC 128 on January 1, 2004 and is currently assessing the impact, if any, that the adoption of SFAS No. 149 will have on its results of operations and financial position.



Liabilities and equity



On May 15, 2003, the FASB issued Statement No. 150,
"Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity."  The Statement requires issuers to classify as liabilities (or assets in some instances) three classes of freestanding financial instruments that embody obligations for the issuer.



Generally, the Statement is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003.  The Company will adopt the provisions of the Statement on October 1, 2003.  The Company is currently assessing the impact of the new standard.



C. Research and Development



Not applicable



D. Trend of Information



44



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Not applicable



E. Off-balance sheet arrangements



Not applicable



F. Tabular disclosure of Contractual Obligations



The following table provides as of December 31, 2002 the known long term obligations and commitments of CRS:



Contractual ObligationsTotalLess than 1 year1-3 years3-5 yearsMore than 5 yearsMineral Property Purchase Obligations

Hushuma property
Redstone property$681,040

$  50,000
$631,040$207,760

$  50,000
$157,760$473,280

Nil
$473,280Nil

Nil
NilNil

Nil
NilOther Long-term ObligationsNilNilNilNilNilTotal$681,040$207,760$473,280NilNil




CRS believes it is well placed to satisfy its short term and long term obligations and commitments from the Company's working capital at February 29, 2004 of $10,040,981.

No table is provided for the Company as it had no long term contractual obligations as of December 31, 2002.

Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and Senior Management

The following table sets forth certain information as of April 23, 2004 about the Company's current directors and senior management:



|Name          | Age      | Position                               | Other Reporting Companies in Canada or the United States
|------------- | -------- | -------------------------------------- | --------------------------------------------------------
|Company       | Position
|Anthony Floyd | 53       | President and Director                 | Inca Pacific Resources Inc.                             
|Robert Pirooz | 39       | Vice President,
Secretary and Director | Pan American Silver Corp.                               
|Ross Beaty    | 52       | Director                               | Pan American Silver Corp.                               
|Aziz Shariff  | 54       | Director                               | Intergulf  Resources Corp.                              
|John Wright   | 51       | Director                               | Pan American Silver Corp.                               
|David Strang  | 36       | Vice-President                         | NIL                                                     

45





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Robert Pirooz, Vice-President, Secretary and Director



Mr. Pirooz is currently the Vice-President of Legal Affairs of Pan American Silver Corp.
(TSX; NASDAQ).  Mr. Pirooz studied commerce at Dalhousie University and received a law degree from the University of British Columbia in 1989.  Mr. Pirooz practised law in Vancouver and Victoria, British Columbia from May 1990 to February 1998 primarily in the areas of corporate and commercial and securities law.  Mr. Pirooz served as General Counsel, Vice-President and Secretary of Pan American Silver Corp. from April 1998 to October 2000 and from October 2000 to December 2002 was General Counsel and Vice President of the BCR Group of Companies.  Mr. Pirooz is currently a lawyer and business consultant providing services through Iris Consulting Ltd and Mirador Law Corp. to Pan American Silver Corp. and a limited number of corporate clients; none of which other than Pan American Silver Corp. are in the mining industry. Mr. Pirooz will devote approximately 50% of his professional time to the Company's operations.



Anthony Floyd, President and Director



Mr. Floyd has been the President and Director of Inca Pacific Resources Inc. since April 1994. In addition Mr. Floyd was a Director of Grayd Resources Inc. from January 2001 to September 2002.  Mr. Floyd graduated with a Bachelor of Science in Geology
(Honours) from the University of Nottingham in England, and in 1972 received a Masters of Science in Mineral Exploration from the University of Leicester in England.  In 1992, Mr. Floyd obtained a P. Geo from the Association of Professional Engineers & Geoscientists of British Columbia. Mr. Floyd will devote approximately 50% of his professional time to the Company's operations.

Ross Beaty, Director



Mr. Beaty is currently the Chairman of the Board and Chief Executive Officer of Pan American Silver Corp. (TSX; NASDAQ).  Mr. Beaty was also the Chairman and Chief Executive Officer of Equinox Resources Ltd. from May 1985 to April 1994 and Da Capo Resources Ltd. from April 1994 to September 1996.  Mr. Beaty graduated from the University of British Columbia with Bachelor of Science in Geology in 1974 and a Masters of Science in Geology from the University of London in 1975.  In addition Mr. Beaty received a law degree from the University of British Columbia in 1979.  Mr. Beaty is a Fellow of the Geological Association of Canada and the Canadian Institute of Mining and Metallurgy.  In 1997, Mr. Beaty obtained a P. Geo from the Association of Professional Engineers and Geoscientists of British Columbia.



Aziz Shariff, Director



Mr. Shariff was the Chief Executive Officer, President, Director and a Promoter of the Company from March 8, 2000 to May 23, 2003.  Mr. Shariff continues as a director of the Company. Mr Shariff is an independent investor and institutional fundraiser operating through a number of corporations and offices in the United States, Canada and Dubai, Middle East.  He is the President of Trimark Trading, an international institution in Dubai, Middle East.  From 1989 to 1996 Mr. Shariff was a Director of the Hunter Dickinson Group of Companies, and Hunter Dickinson Inc., a Canadian company that operates publicly traded mineral exploration and mine development companies around the world.  Since 1996 he has served as an advisor to the Dickinson Group of Companies, and Hunter Dickinson Inc.  Mr. Shariff is qualified as a Member of the Institute of Chartered Accountants in England and Wales.

47



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John Wright, Director

Mr. Wright is a metallurgical engineer with degrees from Queen's University, Canada.  He worked in the Canadian mining industry from 1974 until 1988 primarily with Teck Corporation and Cominco Ltd.  In 1988 Mr. Wright joined Equinox Resources Ltd. as Chief Operating Officer until early 1994 when he co-founded Pan American Silver Corp. where he was President, and Chief Operating Officer until July 1st, 2003.  Mr. Wright remains a director of Pan American Silver Corp. Mr. Wright is a member of the Canadian Institute of Mining and Metallurgy.





David Strang, Vice-President



Mr. Strang has been the Vice President of Corporate Development since October 28, 2003.  Mr. Strang received his Bachelor of Science in Applied Earth Sciences from Stanford University in June 1991.  From September 1996 to June 1998 he was a Investment Analyst and Acquisitions Manager with Gold Fields of South Africa Limited. From November 1999 to October 2003 he was a senior associate and Manager with Standard & Poor's Corporate Value Consulting Group.



Neither the Company nor any of its officers, directors or controlling shareholders has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory authority that would likely be considered important to a reasonable investor making an investment decision.

B.  Executive Compensation

There are presently two Executive Officers of the Company namely, Anthony Floyd (President) and Robert Pirooz (Vice-President and Secretary).  "Executive Officer" means the president, any vice-president in charge of a principal business unit such as sales, finance or production, any officer of the Company or a subsidiary
who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the chairman and any vice-chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.

Set out below is a summary of compensation paid during the Company's three most recently completed financial years to the Company's Executive Officers:

47

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Summary Compensation Table

Annual CompensationLong Term CompensationAwardsPayoutsName and Principal Position
  YearSalary
($)
  Bonus
    ($)Other Annual Compen-sation
($)
  Securities Under
Options/
SARs
Granted
(#)Restricted Shares or Restricted Share Units
($)
  Long Term Incentive Plan Payouts
    ($)All Other Compen-sation
($)Aziz Shariff, President and Chief Executive Officer(2)2002
2001
2000Nil
Nil
NilNil
Nil
NilNil
Nil
NilNil
Nil
22,533(3)Nil
Nil
NilNil
Nil
NilNil
Nil
Nil


Aly Alibhai, Chief Financial Officer (2)2002
2001
2000Nil
Nil
NilNil
Nil
NilNil
Nil
NilNil(1)Nil
3,000(3)Nil
Nil
NilNil
Nil
NilNil
Nil
Nil




(1)

22,533 stock options, each exercisable until March 5, 2005 at a price of $1.50 per share, were granted to Aly Alibhai subsequent to December 31, 2002.

(2)

Resigned on May 23, 2003.

(3)

These options were exercised on January 9, 2004.



Options and Stock Appreciation Rights (SARs)

No stock options were granted to the Executive Officers during the most recently completed financial year.

Until 2003 the Company did not maintain a formal plan under which stock options were granted.  In May, 2003 the Company implemented a
"rolling" Stock Option Plan whereby a maximum of 10% of the issued shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of options.  The purpose of the Stock Option Plan is to provide the Company with a share related mechanism to enable the Company and its subsidiaries to attract, retain and motivate qualified directors, officers, employees and other service providers, to reward directors, officers, employees and other service providers, for their contribution toward the long term goals of the Company and its subsidiaries and to enable and encourage such individuals to acquire shares of the Company as long term investments.

The following information is intended as a brief description of the Stock Option Plan:

1.

The maximum number of shares that may be issued, from time to time, upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the Company's issued shares, the exercise price of which, as determined by the board of directors in its sole discretion, shall not be less than the closing price of the Company's shares traded through the facilities of the Exchange on
the date prior to the date of grant, less allowable discounts, in accordance with the policies of the Exchange or, if the shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.

2.

The board of directors shall not grant options to any one person in any one year which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to consultants or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.





48

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3.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan.  All options granted under the Stock Option Plan may not have an expiry date exceeding five years from the date on which the board of directors grant and announce the granting of the option.

4.

If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other then by reason of death), as the case may be, then the option granted shall expire on no later than the 30th day following the date that the option holder ceases to be a director or ceases to be employed by the Company, subject to the terms and conditions set out in the Stock Option Plan.

On June 6, 2003 550,000 stock options were granted under the Stock Option Plan. On June 17, 2003 100,000 stock options were granted.  On October 17th 2003 90,000 stock options were cancelled and 150,000 stock options were granted. On December 15,2003 50,000 stock options were granted. See Item 6(e) for details of the stock options held by all of the Company's Directors and members of its administrative, supervisory and management bodies.

The following table sets forth details of all exercises of stock options or SARs during the most recently completed fiscal year by each of the Executive Officers and the fiscal year end value of unexercised options or SARs on an aggregated basis:

Notes:

Aggregated option/SAR exercises during the most recently
completed financial year and financial year-end option/SAR values



Name
Securities Acquired on Exercise (#)
    Aggregate Value Realized(1)
      ($)Value of Unexercised in-the-Money
  Options/SARs at December 31, 2002
Value of
  Unexercised in-the- Money Options/SARs at December 31,2002Exercisable (#)Unexercisable (#)Exercisable ($)Unexercisable 
($)Aziz Shariff, President & Chief Executive OfficerNilNilNilNilN/ANilAly Alibhai, Chief Financial OfficerNilNil3,000NilN/ANil




"Aggregate Value Realized" is calculated by determining the difference between the market value of the securities underlying the options or SARs at the date of exercise and the exercise price of the options or SARs and is not necessarily indicative of the value (i.e. loss or gain) actually realized by the Executive Officer.

Compensation of Directors



The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.





49

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1)



None of the Company's directors have received any manner of compensation for services provided in their capacity as directors during the Company's most recently completed financial year.

Long Term Incentive Plan (LTIP) Awards



The Company does not have LTIP awards pursuant to which cash or non-cash compensation is intended to serve as an incentive for performance whereby performance is measured by reference to financial performance or the price of the Company's securities, was paid or distributed.

Defined Benefit or Actuarial Plan Disclosure



The Company has no defined benefit or actuarial plans.

C.  Board Practices



The Board of Directors of the Company is currently comprised of Anthony Floyd, Robert
Pirooz, Ross Beaty, Aziz Shariff and John Wright.  Each director of the Company is elected annually and holds office until the next Annual General Meeting of the Members unless that person ceases to be a Director before then.  The Board of Directors currently has one committee; the Audit Committee.  The Audit Committee is comprised of Messrs.
Pirooz, Shariff and Wright. This committee is responsible for reviewing the Company's financial reporting procedures, internal controls and the performance of the Company's external auditors.  The committee is also responsible for reviewing quarterly financial statements and the annual financial statements.

Termination of Employment, Changes in Responsibility and Employment Contracts



The Company does not have any compensatory plan or arrangement which will result from the resignation, retirement or other termination of employment of any Directors and/or member of the Company's administrative, supervisory or management bodies or from a change of control of the Company or a change in any of such persons' responsibilities following a change of control.

D.  Employees

The Company has one full time employee being David Strang, the Vice President of Corporate Development who is paid $8,666 per month plus benefits.  Two of the directors of the Company are geologists, namely Anthony Floyd and Ross Beaty. Commencing January 1, 2003 the President of the Company, Anthony Floyd, receives remuneration of $5,000 per month plus benefits, and the Vice-President and Secretary of the Company, Robert Pirooz, receives $5,416.66 per month plus benefits.

E.  Share Ownership



The following table lists as of
April 23, 2004, the share ownership, including options and share purchase warrants of all of the Company's Directors and members of its administrative, supervisory and management bodies.  The Company has only one class of shares, common, with no par value and all of the common shares have the same voting rights.



50



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NameNumber of
Shares HeldPercentage of Shares
Held (%) (1)Number
of Stock
Options HeldNumber of Share Purchase Warrants HeldExercise
Price ($)Expiration DateAnthony Floyd280,0002.01%200,000200,000$1.65
$1.50June 8, 2008
May 23, 2005Robert Pirooz213,0001.53%200,000200,000$1.65
$1.50June 8, 2008
May 23, 2005Ross Beaty4,122,52629.60%50,0001,359,375(2)$1.65
$1.50June 8, 2008
May 23, 2005Aziz Shariff390,0002.80%22,533
50,00090,000$1.50
$1.65
$1.50Mar. 5, 2005
June 8, 2008
Mar. 23,2005John Wright33,000.23%50,00025,000$4.00
$1.50Dec. 18, 2005
May 23, 2008David StrangNILN/A150,000NIL$3.20Oct. 17 2005


(1)

The percentage ownership is based on 13,924,434 shares outstanding as of April 23rd , 2004.

(2)

Issued to Kestrel Holdings Inc., a private company controlled by Ross Beaty.



None of the aforementioned options or share purchase warrants were issued to officers, directors or senior management of the Company as part of a compensation plan.



Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  Major Shareholders



As of April 23, 2004, to the best of the Company's knowledge, the following parties have ownership of 5% or greater of the Company's common shares, all of which have the same voting rights attached thereto as all other common shares of the Company:



NameNumber of Common
Shares HeldPercentage of Common
Shares HeldRoss Beaty4,122,52629.60%Exploration Capital Partners 2000 Limited Partnership (1) and Global Resource Investments Ltd (2) acting in concert (3).2,160,50015.66%




Notes

a Nevada Limited Partnership with 91 limited partners none holding 10% or more of the limited partnership units. The General Partner is Resource Capital Investments Corporation. Arthur Richards Rule is the principal shareholder of the General Partner.

(2)

a Nevada Limited Partnership. All general and limited partnership units are owned by Rule Investments Inc. which in turn is owned by the Rule Family Trust. Arthur Richards Rule and Bonnie Rule are the Trustee and Grantors of the Rule Family Trust.

(3)

By virtue of the relationship between Arthur Richards Rule and both Exploration Capital Partners 2000 Limited Partnership and Global Resource Investments Ltd the parties are deemed under Canadian securities laws to be acting in concert.



As of May 27, 2003 the Company had 63 shareholders of record of which 5,428,151 shares were held by 30 shareholders of record resident in Canada.



Other than as disclosed above the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements the operation of which may at a future date result in a change in control of the Company.

B.  Related Party Transactions



The Company



51





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(1)

Included in office services expenses for the year ended December 31, 2002 the Company paid $36,000 (2001-$36,000, 2000$nil) for rent and office services by a company that employed, Aly Alibhai, a former director of the Company. Included in accounts payable and accrued liabilities at December 31, 2002 is $Nil (2001- $3,000) owing to the same related company for such office services.



CRS



Ross Beaty, a director of CRS advanced to CRS in 2002 by way of a loan the sum of $267,223.  There are no specific terms of repayment for this amount, which was non-interest bearing and unsecured. The loan was repaid in April, 2003.

Item 8.  FINANCIAL INFORMATION

A.  Consolidated Statement and Other Financial Information



See Item 17 for Financial Statements of the Company and CRS. On May 23, 2003 the Company acquired all of the issued and outstanding common shares and share purchase warrants of CRS. As a result of the Acquisition CRS became a wholly owned subsidiary of the Company. As the Acquisition closed after the 2002 financial year ends of both the Company and CRS summary financial information is provided for both companies.



The Company knows of no pending legal or arbitration proceedings including those relating to bankruptcy, governmental receivership or similar proceeding and those involving any third party against it, nor is the Company involved as a plaintiff in any material pending litigation.



The Company knows of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

To the best of the Management's knowledge, the Company has not since the date of its incorporation, declared or paid any dividends, nor does it intend to declare any dividend for the foreseeable future.



B.  Significant Changes



Subsequent to the year ended December 31, 2002, the Company and CRS entered into the Securities Exchange Agreement, and the Company completed the Acquisition, consolidated its share capital on a ten old shares for one new share basis and changed its name to Lumina Copper Corp.



Item 9.  THE LISTING

A.  Listing Details and Markets



The Common Shares of the Company are listed on the Exchange under the symbol LUM.  The following table sets out the market price range of the Common Shares on the Exchange for each full quarterly period within each of the calendar years indicated:

52





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Market
PricesHigh
($)Low
($)Trading
VolumeAnnual
    High and Low
2003
2002
2001
2000
(Sept.5/00 to Dec 31/00)4.55
0.50
0.60
0.771.00
0.08
0.17
0.421,873,568
12,318
2,936
58,870Quarterly High and Low
1st Quarter
- 2003
2nd Quarter
- 2003
3rd Quarter
- 2003
4th Quarter
- 2003

1st Quarter
- 2002
2nd Quarter
- 2002
3rd Quarter
- 2002
4th Quarter
- 2002

1st Quarter
- 2001
2nd Quarter
- 2001
3rd Quarter
- 2001
4th Quarter
- 2001

1st Quarter
- 2000
2nd Quarter
- 2000
3rd Quarter
- 2000 <from Mar/00>
4th Quarter
- 2000n/a
2.00
3.15
4.55

0.50
0.35
0.20
0.11

0.62
0.40
0.45
0.35

n/a
n/a
0.77
0.73n/a
1.85
1.50
3.00

0.25
0.22
0.08
0.11

0.45
0.40
0.30
0.17

n/a
n/a
0.55
0.42n/a
51,000
506,014
792,340

3,750
3,750
18,385
2,000

2,688
2,000
1,611
6,300

n/a
n/a
152,450
3,235Most Recent Six Months(1)
February 2004
January 2004
December 2003
November 2003
October 2003
August 20036.70
4.10
4.41
4.55
4.00
1.803.50
3.50
3.80
4.10
3.00
1.45985,647
361,900
365,964
320,659
400,581
154,000




Notes

(1)

the common shares of the Company were halted from trading from November 22, 2002 to May 28, 2003 pending the completion of the Acquisition.



There is no active trading market for the Common Shares in the United States, although United States residents may purchase Common Shares in Canada.



The Form 20-F registration statement becomes automatically effective August 10, 2003, being 60 days from the date of the first filing of the Form 20-F being June 10, 2003.  As a foreign private issuer the Company will be subject to certain of the reporting obligations of the Act including:



(1)

filing an annual report, on a Form 20-F, within 6 months after the end of the Company's fiscal year end which form must include audited financial statements in compliance with US GAAP and US accounting standards; and



(2)

filing periodic reports on Form 6-K, any
"significant information" with respect to the Company and its subsidiaries which the Company
(i) is required to make public in its own country, (ii) has filed with a non-U.S. stock exchange on which the Company's securities are traded and which the exchange has make public, or (iii) has distributed to holders of its securities, either directly or through a press release.



As a foreign private issuer the Company is not be subject to the reporting obligations of the proxy rules of Section 14 of the Act nor the short-swing profit recovery provisions contained in Section 16 of the Act.

53



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Item 10.  ADDITIONAL INFORMATION



A.   Share Capital



(1)

Authorized - 100,000,000 common shares without par value

(2)

Share capital has been issued as follows:



Issued:Number of Common Shares/UnitsAmountBalance, March 3, 2000(1)--Issued for Cash:
Shares to seed shareholders on March 31, 2000
Shares from initial public offering on September 5, 20006,280,000
1,340,000498,000
201,000Share issue costs-(48,229)Balance, December 31, 2000 and December 31, 20017,620,000650,771Issued for Cash:
Shares from exercise of warrants67,00010,050Balance December 31, 20027,687,000660,821Issued Capital after share consolidation of 10 to 1768,700-8,187,501 shares and 5,657,500 warrants issued to 34 shareholders of CRS (post-consolidated) on May 23  20038,187,5016,550,000Units issued pursuant to Private Placement
(post-consolidated) on May 23, 2003 to 3 placees(2)500,000500,000


Share issue costs-(29,425)Exercise of warrants882,1251,323,188Exercise of warrants210,000315,000Exercise of option10,00016,500Shares issued for Taca Taca Property100,000310,000Exercise of warrants issued for Casino Property100,000180,000Shares issued for San Jorge Property81,875130,000Exercise of warrants31,25046,875Shares issued for Vizcachitas Property500,0001,600,000Units issued pursuant to Private Placement
(post-consolidated) on January 8, 2004 to 15 placees(3)2,030,2008,628,350Exercise of option
Exercise of warrants75,535
372,500124,629
558,750Balance April 23, 200413,924,43421,089,435


54



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(1)

Date of incorporation of the Company.

(2)

Each unit is comprised of one common share and one common share purchase warrant, with each share purchase warrant entitling the holder to purchase one additional common share at a price of $1.50 per share until May 23, 2005.

(3)

Each unit is comprised of one common share and 1⁄2 common share purchase warrant, with each whole share purchase warrant entitling the holder to purchase one additional common share at a price of $5.50 per share until January 8, 2006.



As of April 23, 2004 there are 353,250 common shares of the Company held in escrow pursuant to an escrow agreement dated March 31, 2000 between the Company, the Company's transfer agent Pacific Corporate Trust Company and certain of the Company's shareholders (the
"Escrow Agreement").



As of April 23, 2004 2,846,250 of the 8,187,500 common shares issued by the Company to complete the Acquisition are held in escrow pursuant to the terms of a Value Security Escrow Agreement entered into among the Company, the Company's transfer agent, Pacific Corporate Trust Company and certain of those shareholders of the Company who either constituted
"principals" of CRS as defined by Exchange Policies and those who originally paid $0.01 for shares in CRS (the
"Value Security Escrow Agreement").



Both the Escrow Agreement and the Value Security Escrow Agreement provide that the shares may be voted by the holders prior to being released from escrow and  may be transferred within escrow, subject to Exchange approval.  The shares held by a shareholder who ceases to be a principal shall remain subject to the respective escrow provisions.



In accordance with the terms of the Escrow Agreement and the Value Security Escrow Agreement, so long as the Company is classified as a Tier 1 Issuer under Exchange Policies, the shares subject to escrow will be released from escrow as to 25% of the shares upon completion of the Qualifying Transaction (which shares were released from escrow on May 27, 2003), and 25% of the shares after each of the next three six month periods thereafter.



(3)

Options



As of April 23, 2004, options to purchase a total of 747,533 common shares of the Company were outstanding as follows:







Date of GrantNumber OutstandingExercise PriceExpiry Date


March 5, 200022,533$1.50March 5, 2005June 6, 2003500,000$1.65June 8, 2008August 8, 203325,000$1.60August 8, 2008October 17, 2003150,000$3.20October 17, 2008December 18, 200350,000$4.00December 18, 2005




Share Purchase Warrants



As at April 23, 2004, the Company had the following share purchase warrants outstanding to purchase shares of the Company:



Number of
Warrants
OutstandingPotential
Number of
Shares to
be IssuedExercisable
UntilExercise
Price
Per Share4,286,8754,286,875May23, 2005$1.50300,000300,000May 23, 2005$1.50500,000500,000December 22, 2007$3.201,015,1001,015,100January 8, 2006$5.50




B.  Memorandum and Articles of Incorporation



(1) The Company's objects and purposes as set forth in the Company's Memorandum and Articles:



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(4)

The Company's Memorandum and Articles are silent as to the Company's objects and purposes.



(2)  Matters relating to Directors of the Company:



(a)  Directors' power to vote on a proposal, arrangement or contract in which the director is materially interested:



Part 16.1 of the Company's Articles provide that:
"A director who is, in any way, directly or indirectly, interested in a proposed contract or transaction with the Company shall be counted in the quorum at any meeting of the directors at which the proposed contract or transaction is approved."



Part 16.2 of the Company's Articles provide that:
"A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in conjunction with his office of director for such period and on such terms, as to remuneration or otherwise, as the directors may determine and no director or intended director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the (BC Act), no contract or transaction entered into by or on behalf of the Company in which a director is any way interested shall be liable to be voided by reason thereof."



Part 16.3 of the Company's Articles provide that:
"Subject to compliance with the provisions of the (BC Act), a director or his firm may act in a professional capacity for the Company and he or his form shall be entitled to remuneration for professional services as if he were not a director."



Part 16.4 of the Company's Articles provide that:
"A director may be or become a director or other officer or employee of, or otherwise interested in, any other corporation or firm, whether or not the Company is interested therein as a shareholder or otherwise, and, subject to compliance with the provisions of the (BC Act), such director shall not be accountable to the Company for any remuneration or other benefits received by him as a director, officer or employee of, or from his interest in, such other corporation or firm."

(b) Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body:



Part 13.2 of the Company's Articles provides that: "The remuneration of the directors as such may from time to time be determined by the directors or, if the directors shall so decide, by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director.  The directors shall be repaid such reasonable traveling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specifically occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board, or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive.  The directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity, pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance."



(c)  Borrowing powers exercisable by the directors and how such borrowing powers can be varied:



Part 9.1 of the Company's Articles provides that:  "The directors may from time to time authorize the Company to: (a) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they in their absolute discretion think fit; (b) issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and (c) mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company, both present and future."



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(d) The Company's Articles are silent with regard to the retirement or non-retirement of directors under an age limit requirement:



(3)  Rights, preferences and restrictions attaching to each class of shares:



(a)  Dividend rights, including time limit after which dividend entitlement lapses:



Pursuant to Part 21 of the Company's Articles, the Company's shareholders, subject to the rights, privileges and restrictions attaching to a particular class of shares, have the right to receive dividends if, as and when declared by the Board of Directors.  Neither the BC Act nor the Company's Articles provides for lapses in dividend entitlement.



(b)  Voting rights; staggered re-election intervals; cumulative voting:



Each of the Company's Common Shares entitles the holder to one vote at any annual or special meeting of shareholders.  Holders of the Company's Preferred Shares are not entitled to vote at such meeting (except where holders of a specified class or series of shares are entitled to vote separately as a class as provided in the BC Act).  Directors of the Company may from time to time prior to issuance of Preferred Shares of a particular series, alter the Company's Memorandum to fix the number of Preferred Shares in and to determine the designation of the Preferred shares of, that series and alter the Articles to create, define and attach special rights and restrictions to the Preferred Shares, including, among other things, any voting rights or rights upon dissolution, liquidation or winding-up of the Company.



The Company's Articles provide for election of directors on a rotation basis.



The Company's shareholders do not have cumulative voting.

(c)  Rights to share in surplus in event of liquidation:



Subject to the special rights and restrictions that may be attached to a particular series of Preferred Shares by the directors of the Company, in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Preferred Shares will be entitled to receive, before any distribution of any part of the assets of the Company among the holders of other shares, for each Preferred Share, an amount equal to the redemption price of such share and any dividends declared thereon and unpaid and no more.



(d)  Other:



Subject to the special rights and restrictions attached to any class or series of shares, the Company may, by a resolution of the directors and in compliance with the BC Act, purchase any of its shares at the price and upon the terms specified in such resolution.  If the Company proposes at its option to redeem some but not all of the shares of any class or series, the directors may by resolution, subject to the special rights and restrictions attached to such shares, decide the manner in which the shares to be redeemed shall be selected.



Holders of the Company's Common Shares do not have rights to share in the profits of the Company. There are no redemption or sinking fund provisions with respect to the Company's Common Shares.  Common shareholders have no liability as to further capital calls by the Company.  There are no provisions discriminating against any existing or prospective holder of the Company's Common Shares as a result of such shareholder owning a substantial number of the Company's Common Shares.  Holders of the Company's Common Shares do not have pre-emptive rights.



(4)  Actions necessary to change the rights of holders of the Company's stock:



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In order to change the rights of holders of a class of the Company's stock, a vote of at least three-quarters of the issued and outstanding shares of that class is required.



(5)  Conditions governing manner in which annual general meetings and extraordinary general meetings of shareholders are convoked, including conditions of admission:



Annual Meeting



Part 9 of the Company's Articles indicate that annual general meetings shall be held in accordance with the requirements of BC Act, being within 15 months from the date of incorporation and thereafter once in every calendar year at such time, not being more than 13 months after the holding of the last preceding annual general meeting, at a place as the directors shall appoint.



Special Meetings



Part 9.2 of the Company's Articles state that "The directors may, whenever they think fit, convene an extraordinary general meeting for whatever purpose or purposes the directors may determine."  An extraordinary general meeting may also be convened if requisitioned in accordance with the BC Act, by the directors or, if not convened by the directors, by the requisitionists as provided in the BC Act.



Part 9.3 of the Company's Articles provides that "A notice convening a general meeting specifying the place, the day and the hour of the meeting, and, in case of special business as defined in article 10.1, the general nature of that business, shall be given as provided in the (BC Act), to members entitled to receive such notice from the Company.  No notice need be given of business that is not special business.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at that meeting."



(6)  Limitations on rights to own securities of the Company:



The Investment Canada Act (the "ICA"), enacted on June 20, 1985, requires prior notification to the Government of Canada on the "acquisition of control" of Canadian businesses by non-Canadians, as defined in the ICA.  Certain acquisitions of control, discussed below, are reviewed by the Government of Canada.  The term "acquisition of control" is defined as any one or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business.  The acquisition of the majority of the outstanding shares is deemed to be an "acquisition of control" of a corporation.  The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an "acquisition of control" of a corporation unless it can be established that the purchaser will not control the corporation.



Investments requiring notification and review are all direct acquisitions of Canadian businesses with assets of Cdn.$5,000,000 or more (subject to the comments below on WTO investors), and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than Cdn.$50,000,000 or with assets of between Cdn.$5,000,000 and Cdn.$50,000,000 which represent more than 50% of the value of the total international transaction.  In addition, specific acquisitions or new business in designated types of business activities related to Canada's cultural heritage or national identity could be reviewed if the Government of Canada considers that it is in the public interest to do so.



The ICA was amended with the implementation of the Agreement establishing the World Trade Organization ("WTO") to provide for special review thresholds for "WTO investors", as defined in the ICA.  "WTO investor" generally means:



58



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(a)

an individual, other than a Canadian, who is a national of a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member;



(b)

governments of WTO members; and



(c)

entities that are not Canadian controlled, but which are WTO investor controlled, as determined by rules specified in the ICA.



The special review thresholds for WTO investors do not apply, and the general rules described above do apply, to the acquisition of control of certain types of businesses specified in the ICA, including a business that is a "cultural business".  If the WTO investor rules apply, an investment in the shares of the Company by or from a WTO investor will be reviewable only if it is an investment to acquire control of the Company and the value of the assets of the Company is equal to or greater than a specified amount (the "WTO Review Threshold").  The WTO Review Threshold is adjusted annually by a formula relating to increases in the nominal gross domestic product of Canada.  The 1999 WTO Review Threshold was $184,000,000.



If any non-Canadian, whether or not a WTO investor, acquires control of the Company by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment.  A non-Canadian, whether or not a WTO investor, is also required to provide a notice to the government on the establishment of a new Canadian business.  If the business of the Company is then a prescribed type of business activity related to Canada's cultural heritage or national identity, and if the Canadian government considers it to be in the public interest to do so, then the Canadian government may give a notice in writing within 21 days requiring the investment to be reviewed.



For non-Canadians (other than WTO investors), an indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls the Company, is reviewable if the value of the assets of the Company is then Cdn.$50,000,000 or more.  If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor.  Special rules specified in the ICA apply if the value of the assets of the Company is more than 50% of the
value of the entity so acquired.  By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly controls the Company, and the value of the assets of the Company and all other entities carrying on business in Canada, calculated in the manner provided in the ICA and the regulations under the
ICA, is more than 50% of the value, calculated in the manner provided in the ICA and the regulations under the
ICA, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Company forms a part, then the thresholds for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of
Cdn.$184,000,000 (in 1999) for a WTO investor or threshold of Cdn. $5,000,000 for a non-Canadian other than a WTO investor.  If the value exceeds that level, then the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of shares of the Company.



If an investor is reviewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the ICA (the "Director") prior to the investment taking place and the investment may not be consummated until the review has been completed.  There are, however, certain exceptions.  Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review.  In addition, the Minister (a person designated as such under the ICA) may permit an investment to be consummated prior to completion of the review, if he is satisfied that delay would cause undue hardship to the acquiror or jeopardize the operations of the Canadian business that is being acquired.  The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquiror and any representation submitted to the Director by a province that is likely to be significantly affected by the investment.



The Minister will then determine whether the investment is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant.  Some of the factors to be considered are:

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(a)

the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada;



(b)

the effect of the investment on exports from Canada;



(c)

the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part;



(d)

the effect of the investment on productivity, industrial efficiency, technological development, product

innovation and product variety in Canada;



(e)

the effect of the investment on competition within any industry or industries in Canada;



(f)

the compatibility of the investment with national industrial, economical and cultural policies;



(g)

the compatibility of the investment with national industrial, economic and cultural policies taking into consideration industrial, economic and cultural objectives enunciated by the government or legislature of  any province likely to be significantly affected by the investment; and



(h)

the contribution of the investment to Canada's ability to compete in world markets.



To ensure prompt review, the ICA sets certain time limits for the Director and the Minister.  Within 45 days after a completed application has been received, the Minister must notify the acquiror that he is satisfied that the investment is likely to be of net benefit to Canada, or that he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquiror agrees to a longer period), or he is not satisfied that the investment is likely to be of net benefit to Canada.

Where the Minister has advised the acquiror that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquiror has the right to make representations and submit undertakings within 30 days of the date of the notice (or any other further period that is agreed upon between the acquiror and the Minister).  On the expiration of the 30-day period (or the agreed extension), the Minister must quickly notify the acquiror that he is now satisfied that the investment is likely to be of net benefit to Canada or that he is not satisfied that the investment is likely to be of net benefit to Canada.  In the latter case, the acquiror may not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.



The ICA provides civil remedies for non-compliance with any provision.  There are also criminal penalties for breach of confidentiality or providing false information.



Except as provided in the ICA, there are no limitations under the laws of Canada, the Province of British Columbia or in any constituent documents of the Company on the right of non-Canadians to hold or vote the common shares of the Company.



(7)  Provisions of Company's articles, charter or by-laws that have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Company:



There are no limitations in the Company's Memorandum or Articles.



(8)  Provisions governing the ownership threshold above which shareholder ownership must be disclosed:



The British Columbia Securities Act provides that a person that has direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of, and of control or direction over, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities must, within 10 days of becoming an "insider", file an insider report in



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the required form effective the date on which the person became an insider, disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. The British Columbia Securities Act also provides for the filing of a report by an "insider" of a reporting issuer who acquires or transfers securities of the issuer.  This insider report must be filed within 10 days of the date in which the change takes place.



The U.S. rules governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those under the British Columbia Securities Act.  Section 13 of the Exchange Act imposes reporting requirements on persons who acquire beneficial ownership (as such term is defined in the Rule 13d-3 under the Exchange Act) of more than 5 per cent of a class of an equity security registered under Section 12 of the Exchange Act.  In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the Securities and Exchange Commission containing the information prescribed by the regulations under Section 13 of the Exchange Act.  This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded.



(9)  Significant differences between law applicable to the Company and law of the United States.



See 8 above.



(10)  Conditions imposed by the Company's Memorandum and Articles that are more stringent than required by law.



None

C.  Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements.  See
"Item 10(D) - Taxation."



There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the principal features of the Investment Canada Act (Canada).



The Investment Canada Act (Canada) requires certain
"non-Canadian" individuals, governments, corporations or other entities who wish to acquire a
"Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as
"Investment Canada".  The Investment Canada Act requires that certain acquisitions of control by a Canadian business by a
"non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is
"likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business would be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.

D.  Taxation



Material Canadian Federal Income Tax Consequences



Management of the Company considers that the following discussion describes the material Canadian  federal income tax consequences applicable to a holder of Common Stock of the Company who is a resident of the United  States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold,  his shares of Common Stock of the Company in connection with carrying on a business in Canada (a "non-resident shareholder").



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This summary is based upon the current provisions of the Income Tax Act (Canada) (the  "ITA"), the  regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation and all specific  proposals (the "Tax  Proposals") to amend the ITA and Regulations announced by the Minister of Finance  (Canada)  prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.



Dividends



Dividends paid on the common stock of the Company to a non-resident will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.



Capital Gains



In general, a non-resident of Canada is not subject to tax under the ITA with respect to a capital gain realized upon the disposition of a share of a corporation resident in Canada that is listed on a prescribed
stock exchange. For purposes of the ITA, the Company is listed on a prescribed stock exchange. Non-residents of Canada who dispose of shares of the Company will be subject to income tax in Canada with respect to capital gains if:



(a)

the non-resident holder;

(b)

persons with  whom  the  non-resident  holder did not deal at arm's length; or

(c)

the non-resident holder and persons with whom the non-resident holder did not deal with at arms length,



owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition.  In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Canada-U.S. Income Tax Convention (1980) (the "Treaty") unless the value of such shares is derived principally from real property situated in Canada.  However, in such a case, certain transitional relief under the Treaty may be available.



Material United States Federal Income Tax Considerations



The following discussion summarizes the material United States federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of the Company's common stock.  This  discussion does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions,  insurance companies, real estate investment trusts, regulated investment companies, broker-dealers,  non resident alien individuals or foreign corporations, or shareholders owning common stock representing 10% of the vote and value of the Company.  In addition, this discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published  administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  In addition, this

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U.S. Holders



As used herein, a "U.S.  Holder" is defined as (i) citizens or residents of the U.S., or any state thereof, (ii) a corporation or other entity created or organized under the laws of the U.S., or any political subdivision  thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of source or that is otherwise subject to U.S. federal income tax on a net income basis in respect of the common stock, or (iv) a trust  whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust, whose ownership of common stock is not effectively connected with the conduct of a trade or  business  in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.



Distributions on Shares of Common Stock



Subject to the passive foreign investment company rules discussed below, for cash dividends, the gross amount of any such distribution (other than in liquidation) that you receive with respect to our common shares generally will be taxed to you as dividend income to the extent such distribution does not exceed our current or accumulated earnings and profits ("E&P"), as calculated for U.S. federal income tax purposes.  Such income will be includable in your gross income as ordinary income on the date of receipt, without
reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States federal income tax liability or, alternatively, may be deducted in computing the U.S.  Holder's United States federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below.)



Under the tax law recently enacted in the United States, dividends received by individuals in their tax years beginning on January 1, 2003 from
"qualified foreign corporations" are taxed at the rate of 5% (zero, in 2008) or 15%, depending upon the particular taxpayer's U.S. federal income tax bracket. This law sunsets after December 31, 2008, at which time dividends will be taxed at the ordinary income tax rates of up to 35%.  A foreign corporation is a
"qualified foreign corporation" with respect to its stock that is traded on an established securities market in the United States, provided that the foreign corporation is not a
"foreign personal holding company," a "foreign investment company" or a "passive foreign investment company," as defined under the U.S federal income tax law.



To the extent any distribution exceeds our E&P, the distribution will first be treated as a tax-free return of capital to the extent of your adjusted tax basis in our common shares and will be applied against and reduce such basis on a dollar-for-dollar basis (thereby increasing the amount of gain and decreasing the amount of loss recognized on a subsequent disposition of such shares).  To the extent that such distribution exceeds your adjusted tax basis, the distribution will be taxed as gain recognized on a sale or exchange of our common shares.  Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains or a U.S. Holder which is a corporation.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of the Company's common stock may be entitled, at the option of the U.S. Holder, to either a deduction  or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.

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Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the U.S. Holder's United States federal income taxes.  Under the Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends paid by the Company generally will be either "passive" income or "financial services" income, depending on the particular U.S. Holder's circumstances.  Foreign tax credits allowable with respect to each class of income cannot exceed the U.S. federal income tax otherwise payable with respect to such class of income.  The consequences of the separate limitations will depend on the nature and sources of each U.S.  Holder's income and the deductions appropriately allocated or apportioned thereto.  The availability of the foreign tax credit and the application  of the limitations on the credit are fact specific and holders and prospective holders of common stock  are advised to consult their own tax advisors regarding their individual circumstances.



Disposition of Shares of Common Stock



A U.S. Holder will recognize gain or loss  upon the sale of shares of common stock equal to the difference,  if any, between



(a)

the amount of cash plus the fair market value of any property received; and

(b)

the shareholder's tax basis in the  common stock.



This gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the U.S.  Holder, and such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the common stock for more than one year.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders who are individuals, any unused portion of such net capital loss
may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital  loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against  capital gains until such net capital loss is thereby exhausted.



Other Considerations



The Company has not determined whether it meets the definition of a "passive foreign investment company" (a "PFIC").  It is unlikely that the Company meets the definition of a "foreign personal holding company" (a "FPHC") or a "controlled foreign corporation" (a "CFC") under current U.S. law.



If more than 50% of the voting power or value of the Company were owned (actually or constructively) by U.S. Holders who each owned (actually or constructively) 10% or more of the voting power of the Company's common shares ("10% Shareholders"), then the Company would become a CFC and each 10% Shareholder would be required to include in its taxable income as a constructive dividend an amount equal to its share of certain undistributed income of the Company.  If (1) more than 50% of the voting power or value of the Company's common shares were owned (actually or constructively) by five or fewer individuals who are citizens or residents of the United States and (2) 60% or more of the Company's income consisted of certain interest, dividend or other enumerated types of income, then the Company would be a FPHC.  If the Company were a FPHC, then each U.S. Holder (regardless of the amount of the Company's Common Shares owned by such U.S. Holder) would be required to include in its taxable income as a constructive dividend its share of the Company's undistributed income of specific types.



If 75% or more of the Company's annual gross income has ever consisted of, or ever consists of, "passive" income or if 50% or more of the average value of the Company's assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such "passive" income, then the Company would be or would become a PFIC.  The Company has not provided assurances that it has not been and does not expect to become a PFIC.  Please note that the application of the PFIC provisions of the Code to mining companies is somewhat unclear.

64



---

If the Company were to be a PFIC, then a U.S. Holder would be required to pay an interest charge together with tax calculated at maximum tax rates on certain "excess  distributions" (defined to include  ain on the sale of stock) unless such U.S. Holder made an election either to (1) include in his or her taxable income certain undistributed amounts of the Company's income or (2) mark to market his or her Company common  shares at the end of each taxable year as set forth in Section 1296 of the Code.



Information Reporting and Backup Withholding



U.S. information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Company's shares.  Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends  properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup  withholding for failure to report interest and dividend payments.

E.  Documents on Display



The Documents concerning the Company which are referred to in this Form 20-F are either annexed hereto as exhibits (See Item 19) or may be inspected at the principal offices of the Company.



A.

Dividends and paying agents



N/A



B.

Statements by Experts

The financial statements for the last three fiscal years in the case of the Company and the consolidated financial statements for the last two fiscal years in the case of CRS included in this Form 20-F have been audited by Grant Thornton LLP as stated in their reports appearing herein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing and their consent and authorization.  Such firm's address is Suite 2800, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N3.



This Form 20-F contains excerpts from mineral property reports written by David Pawliuk, Ross Banner, C.M. Rebagliati, Andrew Gourlay, Diane Nicolson and Steven Blower and each party has given their consent and authorization for the use of such excerpts from their respective reports in this Form 20-F.



Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A.  Qualitative Information about Market Risk

Currency Exchange Rate Sensitivity



The results of the Company's operations are subject to currency transnational risk and currency transaction risk.  Regarding currency transnational risk, the operating results and financial position of the Company and Company's subsidiaries are reported in Canadian dollars in the Company's consolidated financial statements.  The fluctuation of the US dollar in relation to the Canadian dollar will therefore have an impact upon the profitability of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity.



In regards to transaction risk, the Company's functional currency is the Canadian dollar and its activities are predominantly executed using the Canadian dollar.  The Company incurs a relatively small portion of its expenses in U.S. dollars.  The Company's common shares are listed on the Exchange and are bought and sold in Canadian dollars.  The Company has not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time.

65

---



Interest Rate Sensitivity



The Company currently has no short term or long term debt requiring interest payments.  As a result, the Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

Commodity Price Sensitivity



The future revenue and profitability of the Company will be dependent, to a significant extent, upon prevailing spot market prices for copper/gold.  In the past copper/gold prices have been volatile.  Prices are subject to wide fluctuations in response to changes in supply of and demand for copper/gold, market uncertainty and a variety of additional factors that are beyond the control of the Company.  The Company's mineral properties are in the exploration phase and accordingly the Company is not generating any operating revenues and is therefore not subject to any short term volatility in the prices of copper/gold.  As the Company is in the exploration phase, the above factors have had no material impact on operations or income.  No futures or forward contracts have been entered into by the Company.



PART II

Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



None



Item 13.  DEFAULTS, DIVIDENTD ARREARAGES AND DELINQUENCIES



None



Item 14.  MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



None

PART III



Item 17.  FINANCIAL STATEMENTS



The consolidated financial statements of the Company and CRS have been prepared on the basis of Canadian GAAP. A reconciliation to U.S. GAAP is included therein.



The auditors' report, financial statements and notes thereto, schedules thereto as required under Item 17 are found immediately below.



Financial Statements of the Company:



The audited financial statements of the Company included in this Form 20-F are in the prior name of the Company being
"First Trimark Ventures Inc."



Auditors' Report dated February 7, 2003 (Except as to Note8(b) which is at March 19, 2003 and
Note 9 which is as at

September 15, 2003)



Audited Consolidated Balance Sheets as of December 31, 2002 and 2001

66

---



Audited Consolidated Statements of Operation and Deficit for the Fiscal Periods Ended December 31, 2002, 2001 and 2000



Audited Consolidated Statement of Cash Flows for the Fiscal Periods Ended December 31, 2002, 2001 and 2000



Notes to the Audited Consolidated Financial Statements for the Fiscal Periods Ended December 31, 2002, 2001 and 2000



Consolidated Balance Sheets for the nine months ended September 30, 2003 and 2002



Consolidated Statements of Operation and Deficit for the nine months ended September 30, 2003 and 2002.



Consolidated Statement of Cash Flows for the nine months ended September 30, 2003 and 2002.



Notes to the Consolidated Financial Statements for the nine months ended September 30, 2003 and 2002.



Financial Statements of CRS:



As CRS was incorporated on October 3, 2001 the financial statements of CRS are for the fiscal years 2001 and 2002 only.



Auditors' Report dated February 12, 2003 (Except as to Note 9 which is at March 19,
2003, Note 10 which is as at

November 24, 2003 and Notes 1 and 7 which are as at March 29, 2004).



Audited Consolidated Balance Sheets as of December 31, 2002 and from inception on October 3, 2001 to December 31, 2001



Audited Consolidated Statements of Operations and Deficit for the Fiscal periods Ended December 31, 2002 and from inception on October 3, 2001 to December 31, 2001



Audited Consolidated Statements of Cash Flows for the Fiscal Periods Ended December 31, 2002 and from inception on October 3, 2001 to December 31, 2001



Notes to the Audited Consolidated Financial Statements for the Fiscal Periods Ended December 31 2001 and 2001



Unaudited Pro-Forma Financial Statements



Unaudited Pro-Forma Consolidated Balance Sheet as at December 31, 2002



Unaudited Pro-Forma Consolidated Statement of Operations for the Year Ended December 31, 2002.



Notes to the Pro-Forma Consolidated Financial Statements for the Year Ended December 31, 2002



All other financial statement schedules are omitted because the information is not required, is not material or is otherwise included in the financial statements or related notes thereto.



Item 18.  FINANCIAL STATEMENTS



The Company has elected to report under Item 17.



Item 19.  EXHIBITS

67



---



3.1.

Memorandum and Articles of Incorporation (Previously filed)





10.1

Altered Memorandum re Change of Name (Previously filed)





10.2

Option Agreement dated July 15, 2002 between CRS

and Great Basin Gold Ltd. regarding the Casino Property (Previously filed)





10.3

Option Agreement dated September 24, 2002 between

CRS and Redstone Resources, Inc., a company controlled

by Newmont Mining Corporation regarding the Redstone

Property (Previously filed)





10.4

Agreement dated August 21, 2002 between CRS and iTech

Capital Corp. (formerly Jordex Resources Ltd.) regarding the

Acquisition of 100% of Moraga Resources Corp., which in turn

owns the Hushamu Property (Previously filed)





10.5

Stock Option Plan (Previously filed)





23.1

Consent of Auditors (Previously filed)





23.2        Consent of Andrew Gourlay (Previously filed)



23.3    Consent of C.M. Rebagliati  (Previously filed)



23.4    Consent of Ross Banner C.M. Rebagliati  (Previously filed)



23.5    Consent of  David Pawliuk (Previously filed)



23.6    Consent of Auditors (Previously filed)



23.7    Consent of Steven Blower (Previously filed)



23.8   Consent of Diane Nicolson   (Previously filed)



23.9   Consent of  N.C. Carter (Previously filed)



23.10     Agreement dated October 2002 between CRS and

Corriente Resources Ltd. regarding the Taca Taca Property (Previously filed)



23.11A

Agreement dated June 9, 2003 between the Company and

Las Asuncion Negociacion Minera S.A.C. regarding the

El Galeno Property (Previously filed)



23.11B

Amendment to Agreement dated June 9, 2003 between the Company and

Las Asuncion Negociacion Minera S.A.C. regarding the

El Galeno Property  (Previously filed)



23.12     Agreement dated August 4, 2003 between the Company and

Eastfield Resources Ltd. regarding the OK Copper Property. (Previously filed)







23.13   Agreement dated October 2003 between the Company and  La Compañia

Minera Caserones and Sociedad Minera California Una de la Sierra de

Peña Negra to acquire 100% of the Regalito Copper property. (Previously filed)





68

---





23.14
   Agreement dated October 28, 2003 between the Company and

Northern Orion Resources Inc. regarding the San Jorge Property (Previously filed)



23.15    Agreement dated October 29, 2003 between the Company and

General Minerals Corporation regarding the Vizcachitas Property (Previously filed)



23.16     Consent of Auditors (Previously filed)



23.17     Agreement dated December 17, 2003 between the Company and

Andes Pacific Development
S.A. regarding the Relincho Property (Previously filed)



23.18   
Consent of Auditors (Previously filed)



23.19   
Consent of Auditors (Previously filed)



23.20    
Consent of Auditors



SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration report on its behalf.





April 26,  2004

LUMINA COPPER CORP.



By:/s/Anthony Floyd /s/

AnthonyFloyd,

President







69

---









FIRST
TRIMARK VENTURES INC.

(A
Development Stage Enterprise)



Financial
Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000

---



CONTENTS



Auditors'
Report

1



Balance
Sheets

2



Statements
of Operations and Deficit

3



Statement
of Shareholders' Equity

4



Statements
of Cash Flows

5



Notes
to the Financial Statements

6
- 17





---

[financialsdec31002.jpg]





Grant
Thornton LLP

Chartered
Accountants

Management
Consultants



Auditors'
Report



To
the Directors of

First
Trimark Ventures Inc.



We
have audited the balance sheets of First
Trimark Ventures Inc.(A Development Stage Enterprise)as at December
31, 2002 and 2001 and the statements of operations and deficit, shareholders'
equity and cash flows for each of the two fiscal periods then ended and for the
period from inception (March 3, 2000) to December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.



We
conducted our audits in accordance with generally accepted auditing standards in
Canada and the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



In
our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2002 and 2001
and the results of its operations, its shareholders' equity and its cash flows
for each of the two fiscal periods then ended and for the period from inception
(March 3, 2000) to December 31, 2002 in accordance with Canadian generally
accepted accounting principles. As required by the British Columbia Company Act,
we report that, in our opinion, these principles have been applied on a
consistent basis.



Our
previous report dated February 7, 2003 has been withdrawn and the reconciliation
of the financial statements from Canadian generally accepted accounting
principles to U.S. generally accepted accounting principles (Note 9) has been
restated as explained in Note 1 and footnote 1 of Note 9.

GRANT
THORNTON LLP

/s/GRANTTHORNTONLLP/s/

Vancouver,
Canada                                                                                          
Chartered Accountants

February
7, 2003

(Except
as to Note 8 (b) which is as of March 19, 2003 and Note 9 which is as of
September 15, 2003)



Comment
by Auditors for US Readers on Canada - US Reporting Differences

In
the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a restatement of the Company's historical financial statements, such
as the change described in Note 1 and footnote 1 of Note 9 to the financial
statements.  Our report to the directors dated February 7, 2003 (Except as
to Note 8(b) which is as of March 19, 2003 and Note 9 which is as of September
15, 2003) is expressed in accordance with Canadian reporting standards which do
not require a reference to such a restatement in the auditors' report when the
restatement is properly accounted for and adequately disclosed in the financial
statements.



GRANT
THORNTON LLP

/s/GRANT THORNTON LLP/s/

Vancouver,
Canada                                                                                          
Chartered Accountants

February
7, 2003

(Except
as to Note 8 (b) which is as of March 19, 2003 and Note 9 which is as of
September 15, 2003)

P.O.
Box 11177, Royal Centre

Suite
2800

1055
West Georgia Street

Vancouver,
BC  V6E 4N3

T

(604)
687-2711

F

(604)
685-6569

E

Vancouver@GrantThornton.ca

W

www.GrantThornton.ca



Canadian
Member of Grant Thornton International



---



FIRST
TRIMARK VENTURES INC.

(A
Development Stage Enterprise)

Balance
Sheets

(Presented
in Canadian Dollars)

As
at December 31,

|                                                       |   | 2002      |   | 2001    
|------------------------------------------------------ | - | --------- | - | --------
|                                                       |   |           |   |         
|Current
      Assets                                   |   |           |   |         
|Cash
      and cash equivalents                        | $ | 31,115    | $ | 606,617 
|Temporary
      investments                            |   | 519,000   |   | -       
|Goods
      and services taxes and interest receivable |   | 18,275    |   | 6,264   
|                                                       | $ | 568,390   | $ | 612,881 
|                                                       |   |           |   |         
|Current
      Liabilities                              |   |           |   |         
|Accounts
      payable and accrued liabilities         | $ | 8,087     | $ | 8,000   
|                                                       |   |           |   |         
|                                                       |   |           |   |         
|Shareholders'
      Equity                             |   |           |   |         
|Capital
      Stock (Note 4)                           |   | 660,821   |   | 650,771 
|                                                       |   |           |   |         
|Deficit
      accumulated during the development stage |   | (100,518) |   | (45,890)
|                                                       |   | 560,303   |   | 604,881 
|                                                       |   |           |   |         
|                                                       | $ | 568,390   | $ | 612,881 
|                                                       |   |           |   |         

See
Accompanying Notes to the Financial Statements



3





---





FIRST
TRIMARK VENTURES INC.

(A
Development Stage Enterprise)

Statements
of Operations and Deficit

(Presented
in Canadian Dollars)



|                                                                          | For
      the period from Inception (March 3, 2000) to December 31, | For
      the Years Ended
      December
      31, | For
      the period from Inception (March 3, 2000) to December 31,
|------------------------------------------------------------------------- | ------------------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------------------------
|                                                                          | 2002                                                                | 2002                                               | 2001                                                               
|                                                                          |                                                                     |                                                    |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Expenses                                                                  |                                                                     |                                                    |                                                                    
|Accounting
      and audit fees                                           | $                                                                   | 30,281                                             | $                                                                  
|Filing
      and transfer agent fees                                      |                                                                     | 12,896                                             |                                                                    
|Legal
      fees                                                          |                                                                     | 21,713                                             |                                                                    
|Office
      and other                                                    |                                                                     | 7,002                                              |                                                                    
|Office
      services                                                     |                                                                     | 72,000                                             |                                                                    
|Travel
      and promotion                                                |                                                                     | 3,292                                              |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Expenses
      and loss before undernoted                                 |                                                                     | (147,184)                                          |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Interest
      income                                                     |                                                                     | 46,666                                             |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Net
      loss for the period                                             |                                                                     | (100,518)                                          |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Deficit
      - Beginning of period                                       |                                                                     | -                                                  |                                                                    
|                                                                          |                                                                     |                                                    |                                                                    
|Deficit
      - End of period                                             | $                                                                   | (100,518)                                          | $                                                                  
|                                                                          |                                                                     |                                                    |                                                                    
|Loss
      per share, basic and fully diluted                             | $                                                                   | (0.01)                                             | $                                                                  
|                                                                          |                                                                     |                                                    |                                                                    
|Weighted
      average common shares outstanding, basic and fully diluted |                                                                     | 7,398,245                                          |                                                                    



See
Accompanying Notes to the Financial Statements



4



---





FIRST
TRIMARK VENTURES INC.

(A
Development Stage Enterprise)

Statement
of Changes in Shareholders' Equity

(Presented
in Canadian Dollars)





|                                                                          | Common
      Shares | Deficit
      Accumulated during the development stage | Total
      Shareholders' Equity
|------------------------------------------------------------------------- | ------------------- | ------------------------------------------------------ | --------------------------------
|                                                                          | Number              | Amount                                                 |                                 
|                                                                          |                     |                                                        |                                 
|Common
      stock issued to seed shareholders at $0.075 per share        | 5,920,000           | $                                                      | 444,000                         
|Common
      stock issued to seed shareholders at $0.15 per share         | 360,000             |                                                        | 54,000                          
|Common
      stock issued upon initial public offering at $0.15 per share | 1,340,000           |                                                        | 201,000                         
|Share
      Issue Costs                                                   | -                   |                                                        | (48,229)                        
|Net
      Loss for the period from inception to December 31, 2000         | -                   |                                                        | -                               
|                                                                          |                     |                                                        |                                 
|Balance,
      December 31, 2000                                          | 7,620,000           |                                                        | 650,771                         
|Net
      loss for the year ended December 31, 2001                       | -                   |                                                        | -                               
|                                                                          |                     |                                                        |                                 
|Balance,
      December 31, 2001                                          | 7,620,000           |                                                        | 650,771                         
|Common
      stock issued upon exercise of warrants                       | 67,000              |                                                        | 10,050                          
|Net
      loss for the year ended December 31, 2002                       | -                   |                                                        | -                               
|                                                                          |                     |                                                        |                                 
|Balance,
      December 31, 2002                                          | 7,687,000           | $                                                      | 660,821                         
|                                                                          |                     |                                                        |                                 

See
Accompanying Notes to the Financial Statements



5



---





FIRST
TRIMARK VENTURES INC.

(A
Development Stage Enterprise)

Statements
of Cash Flows

(Presented
in Canadian Dollars)



|                                                       | For
      the period from Inception (March 3, 2000) to December 31, | For
      the Years Ended
      December
      31, | For
      the period from Inception (March 3, 2000) to December 31,
|------------------------------------------------------ | ------------------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------------------------
|                                                       | 2002                                                                | 2002                                               | 2001                                                               
|                                                       |                                                                     |                                                    |                                                                    
|Cash
      flows from (used for):                      |                                                                     |                                                    |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Operating
      activities                             |                                                                     |                                                    |                                                                    
|Net
      loss for the period                          | $                                                                   | (100,518)                                          | $                                                                  
|                                                       |                                                                     |                                                    |                                                                    
|Changes
      in non-cash working capital              |                                                                     |                                                    |                                                                    
|Goods
      and service taxes and interest receivable  |                                                                     | (18,275)                                           |                                                                    
|Prepaid
      expense                                  |                                                                     | -                                                  |                                                                    
|Accounts
      payable and accrued liabilities         |                                                                     | 8,087                                              |                                                                    
|                                                       |                                                                     | (110,706)                                          |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Financing
      activities                             |                                                                     |                                                    |                                                                    
|Issuance
      of capital stock                        |                                                                     | 709,050                                            |                                                                    
|Financing
      costs                                  |                                                                     | (48,229)                                           |                                                                    
|                                                       |                                                                     | 660,821                                            |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Investing
      activities                             |                                                                     |                                                    |                                                                    
|Temporary
      investments                            |                                                                     | (519,000)                                          |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Increase
      (decrease) in cash and cash equivalents |                                                                     | 31,115                                             |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Cash
      and cash equivalents - Beginning of Period  |                                                                     | -                                                  |                                                                    
|                                                       |                                                                     |                                                    |                                                                    
|Cash
      and cash equivalents - End of Period        | $                                                                   | 31,115                                             | $                                                                  
|                                                       |                                                                     |                                                    |                                                                    



See
Accompanying Notes to the Financial Statements



6





---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





1.

Nature
and continuance of operations



The
Company was incorporated under the Company Act (British Columbia) on March 3,
2000 and obtained a listing as a Capital Pool Company pursuant to the policies
of the TSX Venture Exchange (formerly the Canadian Venture Exchange) ("the
Exchange") on September 5, 2000.



The
principal business of the Company is to identify and evaluate opportunities for
the acquisition of an interest in assets or businesses ("a Qualifying
Transaction") and, once identified and evaluated, to negotiate an acquisition
or participation subject to receipt of shareholder approval and acceptance for
filing by the Exchange. Until the completion of a Qualifying Transaction, the
Company will not carry on any business other than the identification and
evaluation of assets or businesses in connection with a potential Qualifying
Transaction.



Restatement

The
Company's financial statements as detailed in Note 9 have been restated to
reflect the guidance in Staff Accounting Bulletin Topic 5:T - "Accounting
for Expenses or liabilities paid by principal stockholder(s)".



Under
U.S. GAAP, this has resulted in the recognition of $30,000 of additional
stockholders' equity and expenses related to office services assumed on the
Company's behalf for the period ending December 31, 2000. There was no change
to the reported net loss per common share (basic and diluted) of $0.01 although
the pro forma net loss per share, taking into account SFAS 123 compensation
expense, did increase from $0.01 to $0.02 as a result of this restatement.



2.

Significant
accounting policies



Basis
of presentation

These
financial statements are presented in accordance with Canadian generally
accepted accounting principles. The accounting principles used conform in all
material respects to principles generally accepted in the United States of
America except as disclosed in Note 9.



Use
of estimates

The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions which affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the period.
Actual results could differ from those estimates.



Cash
and cash equivalents

Cash
and cash equivalents consist of cash on deposit with banks and highly liquid
short-term interest-bearing securities with maturities at their purchase dates
of three months or less.



Temporary
investments

Temporary
investments are recorded at the lesser of cost and their market value.



7



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





2.

Significant
accounting policies,continued



Income
taxes

The
Company follows the asset and liability method of accounting for income taxes.
Under this method, current income taxes are recognized for the estimated income
taxes payable for the period. Future income tax assets and liabilities are
recognized in the period for temporary differences between the tax and
accounting bases of assets and liabilities as well as for the benefit of losses
carried forward to future years for tax purposes.



Future
income tax assets and liabilities are measured using substantively enacted tax
rates and laws expected to apply in the years in which those temporary
differences are expected to be recovered or settled. The effect of a change in
tax rates on future income tax assets and liabilities is recognized in
operations in the period that includes the substantive enactment date. A
valuation allowance is recognized to the extent it is more likely than not that
future income tax assets will not be realized.



Loss
per share

Loss
per share is calculated using the weighted average number of shares outstanding
during the year. The average includes outstanding common shares issued in a
reporting period from their date of issuance. The effect of nil (December 31,
2001 - 134,000) unexercised warrants and 536,667 (December 31, 2001 - 762,000) unexercised options convertible into 536,667 (December 31, 2001
- 896,000) is not reflected in fully diluted loss per share as the effect of their
conversion is anti-dilutive.



Stock-based
compensation

Effective
January 1, 2002 the Company adopted the new recommendations of CICA handbook
Section 3870, stock-based compensation and other stock-based payments. This
Section establishes standards for the recognition, measurement and disclosure of
stock-based compensation and other stock-based payments made in exchange for
goods and services.



These
new recommendations require that compensation for all awards made to
non-employees and certain awards made to employees, including stock appreciation
rights, direct awards of stock and awards that call for settlement in cash or
other assets, be measured and recorded in the financial statements at fair
value. For the purpose of this Section, employees include directors who receive
stock compensation for services provided as a director since all directors are
elected by the Company's shareholders. This Section also sets out a fair value
based method of accounting for stock options issued to employees and applies to
awards granted on or after January 1, 2002.



The
Company, as permitted by Section 3870, has chosen to continue its existing
policy of recording no compensation cost on the grant of stock options to
employees. Any consideration paid by employees on exercise of stock options is
credited to capital stock.



3.

Temporary
investments



Temporary
investments consist of Guaranteed Investment Certificate deposits for which the
original maturity dates are in excess of 90 days. The Company's GIC deposits
included in temporary investments all have initial maturity dates of one year.
However, there are no restrictions of withdrawal of these funds except that
interest income is only earned for the period the deposit is held at the
financial institution.



8



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





4.

Capital
stock



a)

Authorized

100,000,000
preferred shares, non-voting, redeemable and retractable, non-cumulative and
without par value

100,000,000
common shares, without par value



b)

Issued

Common
      Number
        of Shares
      
      AmountBalance
        - March 3, 2000 (date of incorporation)
      -
      $
      -Issued
        for cash:-
        to seed shareholders ($0.075 per share)
      5,920,000
      
      444,000-
        to seed shareholders ($0.15 per share)
      360,000
      
      54,000-
        upon initial public offering ($0.15 per share)
      1,340,000
      
      201,000Share
        issue costs
      -
      
      (48,229)Balance
        - December 31,  2000 and 2001
      7,620,000
      
      650,771Issued
        for Cash:-
        for exercise of warrants ($0.15 per share)
      67,000
      
      10,050Balance
        - December 31, 2002
      7,687,000
      $
      660,821




The
6,280,000 common shares that were issued for cash to seed shareholders are held
in escrow and will be released pro rata over a defined time period to the
shareholders in accordance with Section 11 of Policy 2.4 of the Exchange. There
are no conditions under which these shares will not be released from escrow
other than the passage of time. The escrowed shares are subject to the direction
and determination of the Exchange. Specifically, the escrowed shares may not be
sold, assigned, hypothecated, transferred within escrow or otherwise dealt with
in any manner without the consent of the Exchange.



c)

Stock
options

The
Company has outstanding stock options held by directors and officers enabling
them to acquire up to 536,667 (2001 and 2000 - 762,000) common shares of the
Company. The exercise price is $0.15 per share and they are exercisable until
September 5, 2005. Prior to the completion by the Company of a Qualifying
Transaction that has been accepted for filing by the Exchange, any shares issued
as a result of the exercise of these options are subject to escrow in accordance
with Policy 2.4 of the Exchange.



9



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





4.

Capital
stock, continued



c)

Stock
options, continued

A
summary of the status of the Company's stock options as of December 31, 2002,
2001and 2000 is as follows:

2002
      
      2001
      
      2000Number
        of shares
      Weighted
        average exercise price
      
      Number
        of Shares
      Weighted
        average exercise price
      
      Number
        of Shares
      Weighted
        average exercise priceOutstanding
         - beginning of period
      762,000
      $0.15
      
      762,000
      $0.15
      
      -
      -Granted
        during the period
      -
      -
      
      -
      -
      
      762,000
      $0.15Cancelled during the
        period
      (225,333)
      $0.15
      
      -
      -
      
      -
      -Outstanding - end
        of period
      536,667
      $0.15
      
      762,000
      $0.15
      
      762,000
      $0.15




The
following table summarizes information about stock options outstanding and
exercisable at December 31, 2002:

Options
        Outstanding and ExercisableExercise
        price
      Number
        outstanding
      Weighted
        average remaining contractual life (years)
      Weighted
        average exercise price$ 0.15
      536,667
      2.7
      $ 0.15




d)

Warrants

In
conjunction with the Company's initial public offering ("IPO"), the
Company granted non-transferable common share purchase warrants to the agent of
the IPO. Warrant activity for the periods ended December 31, 2002, 2001 and 2000
is as follows:



2002
      
      2001
      
      2000Outstanding
        -
        beginning of period
      
      134,000
      $0.15
      
      134,000
      $0.15
      
      -
      -Expired
      
      (67,000)
      $0.15
      
      -
      -
      
      -
      -Exercised
      
      (67,000)
      $0.15
      
      -
      -
      
      -
      -Granted
      
      -
      -
      
      -
      -
      
      134,000
      $0.15Outstanding
        -
        end of period
      
      -
      -
      
      134,000
      $0.15
      
      134,000
      $0.15




10



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





4.

Capital
stock, continued



c)

Warrants,
continued



Warrants
        Outstanding and ExercisableYear
      Exercise
        price
      Number
        outstanding
      Weighted
        average remaining contractual life (years)
      Weighted
        average exercise price2002
      -
      -
      -
      -2001
      $0.15
      134,000
      0.18
      $0.152000
      $0.15
      134,000
      1.18
      $0.15




5.

Income
Taxes



Losses
carried forward

The
Company has approximately $129,400 (2001 - $65,200) of non-capital losses for
tax purposes that can be carried forward to reduce taxable income in future
years. These losses expire as follows:



2007
      $
      18,5002008
      
      46,7002009
      
      64,200




The
tax effects of differences that give rise to future income tax assets are as
follows:



2002
      
      2001
      
      2000Future
        income tax assetsNon-capital
        loss carry-forward
      $
      51,000
      $
      25,800
      $
      8,100Financing
        costs deductible in future years
      
      7,600
      
      11,500
      
      17,00058,400
      
      37,300
      
      25,100Less:
        Valuation allowance
      
      (58,400)
      
      (37,300)
      
      (25,100)$
      -
      $
      -
      $
      -




The
Company believes the realization of income tax benefits related to these losses
and other potential future income tax assets is uncertain at this time and
cannot be viewed as more likely than not to be realized. Accordingly, the
Company has recorded a full valuation allowance.



11



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





5.

Income
Taxes, continued



Provision
for income taxes

The
provision for (recovery of) income taxes differs from the amount obtained by
applying the statutory Canadian federal and provincial income tax rates to the
(loss) earnings for the period as follows:



2002
      
      2001
      
      2000(Recovery)
        of provision for income taxes based on a combined statutory income tax
        rate of 39.62% (2001 - 44.62%, 2000 - 45.62%)
      $
      (21,600)
      $
      (16,530)
      $
      (4,030)Deductible
        financing costs
      
      (3,800)
      
      (4,300)
      
      (4,400)Valuation
        allowance
      
      25,400
      
      20,830
      
      8,430Provision
        for income taxes
      $
      -
      $
      -
      $
      -




6.

Related
Party Transactions



Included
in office services expense for the year ended December 31, 2002 is $36,000 (2001
- $36,000; 2000 $Nil) charged for rent and office services by a company that
employs a director of the Company. These transactions, occurring in the normal
course of operations, are measured at the exchange amount, which is the amount
of consideration established and agreed to by the related parties.



Included
in accounts payable and accrued liabilities at December 31, 2002 is $Nil (2001 -
$3,000) owing to the same related company for such office services.



7.

Financial
instruments



Interest
rate risk exposures

All
of the Company's financial instruments are non-interest bearing, except for
cash and cash equivalents that earn interest at market rates.



Fair
values

The
fair values of the Company's financial instruments approximate their carrying
values given their short term to maturity.



Credit
risk exposures

The
Company's exposures to credit risk are as indicated by the carrying amount of
its cash and cash equivalents and its GST receivable. The Company is potentially
exposed to a concentration of credit risk through its cash and cash equivalents.
The Company limits its exposure to credit loss by placing its cash with high
quality financial institutions.



8



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





8.

Subsequent
Events



a)

Stock
Options

On
February 7, 2003, the Company granted stock options to a director for the
purchase of up to 225,333 common shares of the Company, at a price of $0.15 per
share, for a period expiring on March 5, 2005.



Any
shares issued upon the exercise of these stock options will be subject to a
four-month hold period expiring on June 7, 2003.



b)

Reverse
Take-over

On
January 27, 2003, the Company entered into a Securities Exchange Agreement ("SEA")
with CRS Copper Resources Corp. ("CRS") and CRS' securities holders. CRS
is a company incorporated under the B.C. Companies Act carrying on the
acquisition, exploration and development of advanced stage copper properties.



Upon
closing the transaction, the Company will consolidate its common shares on a
one-for-ten basis.



The
transaction is intended to serve as the Company's qualifying transaction for
purposes of the policies of the TSX.



Completion
of the proposed transaction is subject to a number of conditions, including but
not limited to, TSX acceptance and shareholder approval.



Under
the terms of the SEA, the Company will issue 8,187,501 post-consolidated common
shares and warrants to purchase 5,657,500 post-consolidation shares at $1.50 per
share for a period of two years. The transaction will be accounted for as a
reverse take-over as the former shareholders of CRS will obtain control of the
Company.



The
Company will have the option of raising an additional $500,000 on or before the
closing transaction. These funds will be raised through the issuance of 500,000
units at $1.00 per unit. Each unit will consist of one post consolidated share
and one non-transferable share purchase warrant entitling the holder to purchase
one additional post consolidated share at $1.50 for a period of two years from
the closing date of the transaction.



9.

Differences
between Canadian and U.S. generally accepted accounting principles and practices



These
financial statements have been prepared in accordance with accounting principles
generally accepted in Canada which differ from those principles and practices
that the Company would have followed had its financial statements been prepared
in accordance with accounting principles and practice generally accepted in the
U.S. as described below:



Under
the Canadian basis, the issuance of stock options to directors does not require
any pro forma fair value disclosure in the Company's financial statements
unless the options were issued subsequent to December 31, 2001. Under the U.S.
basis rules, the issuance of such options necessitates pro forma disclosure of
the fair value effects of the issuance of these options on net loss and net loss
per common share. The expense recorded in the pro forma disclosure is calculated
based on the fair value of the options issued to these directors using the
Black-Scholes option pricing model.



13



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





9.

Differences
between Canadian and U.S. generally accepted accounting principles and practices,
continued



The
fair value of each option granted was estimated at the date of grant using the
Black-Scholes pricing model with the following weighted average assumptions:
risk free interest rates of 5.95%; dividend yield of nil; volatility factor of
the expected market price of the Company's common stock of 105% and a weighted
average expected life of the option of 5 years.



For
the purposes of pro forma disclosure, the estimated fair value of  the
options is amortized to expense over the vesting period. The Company's pro
forma information for the periods ended December 31, is as follows:



2002
      2001
      2000
        Restated
        (1)Net
        Loss, under U.S. GAAP
      $
      54,628
      $
      37,053
      $
      38,837SFAS
        123 Compensation Expense
      
      -
      
      -
      
      91,440Pro
        forma net loss attributable to common stockholders
      $
      54,628
      $
      37,053
      $
      130,277Weighted
        average number of common shares outstanding
      
      7,675,252
      
      7,620,000
      
      6,502,928Pro
        forma net loss per common share:
        Basic
        and diluted
      $
      0.01
      $
      0.01
      $
      0.02




U.S.
GAAP requires that operational costs assumed on the company's behalf and at no
cost to the Company be most appropriately recognized as capital contributions.
There are no similar requirements under Canadian GAAP.



14



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





9.

Differences
between Canadian and U.S. generally accepted accounting principles and practices,
continued



Had
the Company followed U.S. GAAP, the effect on its financial statements is set
out below:



Balance
        Sheet
      
      
      
      December
        31, 2002
      
      December
        31, 2001
      
      December
        31, 2000Restated
        (1)
      
      Restated
        (1)
      
      Restated
        (1)Shareholders'
        Equity under Canadian GAAP
      
      
      $
      560,303
      $
      604,881
      $
      641,934Office
        services assumed on Company's behalf
      
      
      
      -
      
      -
      
      (30,000)Capital
        contribution of office services
      
      
      
      -
      
      -
      
      30,000Shareholders'
        Equity under U.S. GAAP
      
      
      $
      560,303
      $
      604,881
      $
      641,934Statement
        of Operations
      
      Inception
        to December 31, 2002
      
      Year-Ended
        December 31, 2002
      
      Year-Ended
        December 31, 2001
      
      Inception
        to December 31, 2000Restated
        (1)
      
      
      
      
      
      Restated
        (1)Net
        loss under Canadian GAAP
      $
      (100,518)
      $
      (54,628)
      $
      (37,053)
      $
      (8,837)Office
        services assumed on Company's behalf
      
      (30,000)
      
      -
      
      -
      
      (30,000)Net
        loss under U.S. GAAP
      $
      (130,518)
      $
      (54,628)
      $
      (37,053)
      $
      (38,837)


(1)

As
disclosed in Note 1 to these financial statements, a restatement has been made
to recognize office service expenses that were assumed on the company's behalf
by the shareholders. This adjustment increased net loss by $30,000.



Recent
Accounting Pronouncements



Asset
Retirement Obligations

In
July 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This statement applies to all
entities. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or the normal operation of a long-lived asset, except for certain
obligations of lessees. This Statement is effective for financial statements
issued for fiscal years beginning after June 15, 2002. This is substantially
consistent with the CICA Handbook section 3110, "Asset Retirement Obligations,"
which is effective for fiscal periods beginning on or after January 1, 2004.

15



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





9.

Differences
between Canadian and U.S. generally accepted accounting principles and
practices, continued



Recent
Accounting Pronouncements, continued



Foreign
Currency and Hedging

In
November 2001, the CICA issued Accounting Guideline 13, "Hedging Relationships"
("AcG 13") which establishes new criteria for hedge accounting and will
apply to all hedging relationships in effect for the Company's years ending on
or after August 1, 2003. Effective August 1, 2003, the Company will reassess all
hedging relationships to determine whether the criteria are met or not and will
apply the new guidance on a prospective basis. To qualify for hedge accounting,
the hedging relationship must be appropriately documented at the inception of
the hedge and there must be reasonable assurance, both at the inception and
throughout the term of the hedge, that the hedging relationship will be
effective. The Company does not currently have any hedging relationships.



Disposal
of Long-Lived Assets and Discontinued Operations

In
December 2002, the CICA issued Handbook section 3475 for Disposal of Long Lived
assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP
with generally accepted accounting principles in the United States of America ("U.S.
GAAP"). The section is effective for disposal activities initiated by a
commitment to a plan on or after May 1, 2003, with earlier adoption encouraged.
The key aspects of Handbook Section 3475 are as follows:



- a
    long-lived asset to be disposed of other than by sale should continue to be
    classified as held and used until it is disposed of;
- a
    long-lived asset can only be classified as held for sale if certain criteria
    are met;
- an
    asset classified as held for sale should be measured at the lower of its
    carrying amount or fair value less costs to sell;
- a
    loss recognized on classification of an asset as held for sale does not
    include future operating losses;
- discontinued
    operations are defined more broadly than previously. They comprise
    dispositions where the operations and cash flows can be clearly
    distinguished, operationally and for financial reporting purposes, from the
    rest of the enterprise;
- the
    income statement display of discontinued operations is unchanged from
    previous display; and
- various
    disclosures related to the disposal of long-lived assets are required.



The
company is currently assessing the impact of Handbook Section 3475 on its
financial position and results of operations.



Stock-based
Compensation

In
December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123" (FAS 148). The statement amends SFAS 123 "Accounting for
Stock-Based Compensation" (FAS 123) to provide alternative methods of
voluntary transition to the fair value based method of accounting for
stock-based employee compensation. FAS 148 also amends the disclosure
requirement of FAS 123 to require disclosure of the method used to account for
stock-based employee compensation and the effect of the method on reported
results in both annual and interim financial statements. The disclosure
provisions will be effective for the Company beginning with the Company's
quarter ended March 31, 2003. The Company has no current intention to change its
policy of accounting for stock-based compensation.



16



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





9.

Differences
between Canadian and U.S. generally accepted accounting principles and
practices, continued



Recent
Accounting Pronouncements, continued



Accounting
for Severance and Termination Benefits

In
March 2003, the EIC issued EIC Abstract 134 for Accounting for Severance and
Termination Benefits, which addresses the various types of severance and
termination benefits related to the termination of an employee's services
prior to normal retirement. The accounting treatment must be applied
prospectively to exit or disposal activities initiated after March 31, 2003.
This Abstract harmonizes Canadian GAAP and U.S. GAAP.



Costs
Associated With Exit Or Disposal Activities

In
July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" (FAS
146). FAS 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities, and is effective for exit or disposal
activities initiated after December 31, 2002. FAS 146 nullifies Emerging Issues
Task Force Issue No. 94-3 ("EITF 94-3") Liabilities Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
certain costs incurred in restructuring). The principal difference between FAS
146 and EITF 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity. FAS 146 requires that the cost
associated with an exit or disposal activity be recognized when the liability is
incurred, whereas under EITF 94-3 the liability was recognized at the date of an
entity's commitment to an exit plan. This is substantially consistent with the
CICA EIC Abstract 135, Accounting for Costs Associated with Exit and Disposal
Activities (Including Costs incurred in a Restructuring). The Company is
currently assessing the impact of FAS 146 and EIC Abstract 135 on its financial
position and results of operations.



Guarantees

In
November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires certain
disclosures to be made by a guarantor in its interim and annual financial
statements for periods ending after December 15, 2002 about its obligations
under guarantees. FIN 45 also requires the recognition of a liability by a
guarantor at the inception of certain guarantees entered into or modified after
December 31, 2002. FIN 45 requires the guarantor to recognize a liability for a
non-contingent component of certain guarantees; that is, it requires the
recognition of a liability for the obligation to stand ready to perform in the
event that specified triggering events or conditions occur. The initial
measurement of this liability is the fair value of a guarantee at inception.
This is substantially consistent with the CICA Accounting Guideline AcG-14, "Disclosure
of Guarantees."  The Company does not have any guarantees under these
standards.



Variable
Interest Entities

In
January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51." FIN 46 requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the entity
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The Company does not have any
variable interest entities which will require consolidation.

17



---

First
Trimark Ventures Inc.

(A
Development Stage Enterprise)

Notes
to Financial Statements

(Presented
in Canadian Dollars)

December
31, 2002, 2001 and 2000





9.

Differences
between Canadian and U.S. generally accepted accounting principles and
practices, continued



Recent
Accounting Pronouncements, continued



Derivatives
and Hedging Activities

In
April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends and clarifies
accounting for SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities". In particular, it clarifies under what circumstances a contract
with an initial net investment meets the characteristics of a derivative as
discussed in SFAS No. 133; clarifies when a derivative contains a financing
component; amends the definition of an underlying to conform it to the language
used in the FASB Interpretation No. 45; and amends certain other existing
pronouncements. This is substantially consistent with the CICA EIC Abstract 128,
"Accounting for Trading, Speculative or Non-Hedging Derivative Financial
Instruments."



SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. CICA EIC Abstract
128 is effective for fiscal years beginning on or after July 1, 2003. The
Company will adopt the provisions of SFAS No. 149 for U.S. GAAP purposes on
August 1, 2003 and will adopt the provisions of CICA EIC 128 on January 1, 2004
and is currently assessing the impact, if any, that the adoption of SFAS No. 149
will have on its results of operations and financial position.



Liabilities
and Equity

On
May 15, 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity".
The statement requires issuers to classify as liabilities (or assets in some
instances) three classes of freestanding financial instruments that embody
obligations for the issuer.



Generally,
the statement is effective for financial instruments entered into or modified
after May 31, 2003 and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. The Company will adopt the
provisions of the statement on October 1, 2003. The Company is currently
assessing the impact of the new standard.



18































---













LUMINA
COPPER CORP.

(An Exploration Stage
Enterprise)



(formerly FIRST
TRIMARK VENTURES INC.)



CONSOLIDATED
FINANCIAL STATEMENTS

SEPTEMBER
30, 2003







---

|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      BALANCE SHEETS
      September
      30, 2003
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|ASSETS                                                                                                                                                                                           
|                                                                                                                                                                                                 
|CURRENT ASSETS                                                                                                                                                                                   
|Cash
      and cash equivalents                                                                                                                                                                  
|Accounts
      receivable                                                                                                                                                                        
|Subscriptions
      receivable                                                                                                                                                                   
|Prepaid
      expenses                                                                                                                                                                           
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|DEFERRED
      ACQUISITION COSTS (Note 3)                                                                                                                                                        
|                                                                                                                                                                                                 
|EQUIPMENT (Note 4)                                                                                                                                                                               
|                                                                                                                                                                                                 
|MINERAL PROPERTIES
      (Note 5)                                                                                                                                                                
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|LIABILITIES                                                                                                                                                                                      
|                                                                                                                                                                                                 
|CURRENT
      LIABILITIES                                                                                                                                                                        
|Accounts
      payable and accrued liabilities                                                                                                                                                   
|Due
      to related parties (Note 6)                                                                                                                                                            
|Current
      portion of property purchase obligations (Note 7)                                                                                                                                  
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|MINERAL PROPERTY
      PURCHASE OBLIGATIONS (Note 7)                                                                                                                                             
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|SHAREHOLDERS'
      EQUITY                                                                                                                                                                       
|                                                                                                                                                                                                 
|SHARE CAPITAL
      (Note 8)                                                                                                                                                                     
|                                                                                                                                                                                                 
|SHARE
      SUBSCRIPTIONS (Note 13 (a))                                                                                                                                                          
|                                                                                                                                                                                                 
|OPTION
      COMPENSATION  (Note 9(b))                                                                                                                                                           
|                                                                                                                                                                                                 
|WARRANTS (Note 10)                                                                                                                                                                               
|                                                                                                                                                                                                 
|DEFICIT                                                                                                                                                                                          
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|                                                                                                                                                                                                 



Nature of operations
(Note 1)



|APPROVED BY THE
      DIRECTORS
|-------------------------------
|"Anthony
      Floyd"          
|Director                       
|"Robert
      Pirooz"          
|Director                       

---



|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      STATEMENTS OF OPERATIONS AND DEFICIT
      (Unaudited)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|GENERAL AND ADMINISTRATIVE                                                                                                                                                                                
|EXPENSES                                                                                                                                                                                                  
|Management
      and consulting                                                                                                                                                                           
|services                                                                                                                                                                                                  
|Investor
      relations and promotion                                                                                                                                                                    
|Office
      and administration                                                                                                                                                                           
|Accounting
      and audit                                                                                                                                                                                
|Legal                                                                                                                                                                                                     
|Regulatory
      and transfer agent fees                                                                                                                                                                  
|Stock-based
      compensation                                                                                                                                                                            
|Amortization                                                                                                                                                                                              
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|OTHER INCOME (EXPENSE)                                                                                                                                                                                    
|Interest
      income                                                                                                                                                                                     
|Property
      investigations                                                                                                                                                                             
|Foreign
      exchange loss                                                                                                                                                                               
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|LOSS FOR THE PERIOD                                                                                                                                                                                       
|                                                                                                                                                                                                          
|DEFICIT, BEGINNING OF
      PERIOD                                                                                                                                                                        
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|DEFICIT, END OF PERIOD                                                                                                                                                                                    
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|BASIC AND DILUTED LOSS                                                                                                                                                                                    
|PER SHARE                                                                                                                                                                                                 
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|WEIGHTED AVERAGE NUMBER OF                                                                                                                                                                                
|SHARES
      OUTSTANDING                                                                                                                                                                                  
|                                                                                                                                                                                                          



---



|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      STATEMENTS OF CASH FLOWS
      (Unaudited)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                            |                    | Three Months Ended |                    |   | Nine Months
      Ended 
|------------------------------------------- | ------------------ | ------------------ | ------------------ | - | ------------------------
|                                            | September 30, 2003 |                    | September 30, 2002 |   | September
      30, 2003
|                                            |                    |                    |                    |  
|                                            |                    |                    |                    |  
|                                            |                    | (restated)         |                    |   |                         
|                                            |                    |                    |                    |   |                         
|CASH PROVIDED FROM (USED
      IN):         |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|OPERATING ACTIVITIES                        |                    |                    |                    |   |                         
|Loss for the period                         | $                  | (222,131)          |                    | $ | -                       
|Items not involving cash:                   |                    |                    |                    |   |                         
|Amortization                                |                    | 2,128              |                    |   | -                       
|Stock-based compensation                    |                    | 46,407             |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|                                            |                    | (173,596)          |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|Net changes in non-cash
      working       |                    |                    |                    |   |                         
|capital items:                              |                    |                    |                    |   |                         
|Accounts receivable                         |                    | (26,454)           |                    |   | -                       
|Prepaid expenses                            |                    | 4,296              |                    |   | -                       
|Accounts payable and
      accrued          |                    |                    |                    |   |                         
|liabilities                                 |                    | (15,216)           |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|                                            |                    | (210,970)          |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|FINANCING ACTIVITIES                        |                    |                    |                    |   |                         
|Due to related parties                      |                    | (267,223)          |                    |   | 75,000                  
|Shares issued for cash, net
      of share  |                    |                    |                    |   |                         
|issue costs                                 |                    | 1,339,688          |                    |   | -                       
|Share subscriptions                         |                    | 300,000            |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|                                            |                    | 1,372,465          |                    |   | 75,000                  
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|INVESTING ACTIVITIES                        |                    |                    |                    |   |                         
|Net assets acquired on
      acquisition of |                    |                    |                    |   |                         
|Lumina, net of acquisition
      costs      |                    | -                  |                    |   | -                       
|Purchase of equipment                       |                    | (11,895)           |                    |   | -                       
|Expenditures on mineral
      properties    |                    | (196,545)          |                    |   | (71,827)                
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|                                            |                    | (208,440)          |                    |   | (71,827)                
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|INCREASE IN CASH AND CASH                   |                    |                    |                    |   |                         
|EQUIVALENTS                                 |                    | 953,055            |                    |   | 3,173                   
|                                            |                    |                    |                    |   |                         
|CASH AND CASH EQUIVALENTS,                  |                    |                    |                    |   |                         
|BEGINNING OF PERIOD                         |                    | 3,107,532          |                    |   | -                       
|                                            |                    |                    |                    |   |                         
|                                            |                    |                    |                    |   |                         
|CASH AND CASH EQUIVALENTS,                  |                    |                    |                    |   |                         
|END OF PERIOD                               | $                  | 4,060,587          |                    | $ | 3,173                   
|                                            |                    |                    |                    |   |                         



Supplemental cash flow
information (Note 11)







---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







1.

(a)

Operations



Lumina
Copper Corp. (formerly First Trimark Ventures Inc.) is engaged in the
identification, acquisition, exploration and development of mineral resources.
 The Company is considered to be in the exploration stage as it has not
placed any of its mineral properties into production.



First
Trimark Ventures Inc. ("FTV") was incorporated under the Company Act (British
Columbia) on March  3, 2000 and obtained a listing as a capital pool
company pursuant to the policies of the TSX Venture Exchange (the "Exchange") on
September 5, 2000.  As a capital pool company, the principal business of
FTV was to identify, evaluate and acquire assets, properties or businesses which
would constitute a Qualifying Transaction, pursuant to the polices of the
Exchange.
On January 27, 2003, FTV entered into a Securities Exchange Agreement ("SEA")
with CRS Copper Resources Corp. ("CRS") and the shareholders of CRS to acquire
all of the issued and outstanding shares and warrants of CRS.  CRS was
incorporated under the Company Act (British Columbia) on October 3, 2001 and
began operations in July 2002.  CRS is engaged in the acquisition,
exploration and development of mineral resources.



On
May 23, 2003, pursuant to the SEA, FTV consolidated its common shares on a one
for ten basis and issued to the security holders of CRS an aggregate of
8,187,501 post-consolidated common shares and warrants to purchase 5,657,500
post-consolidated common shares of FTV, exercisable at a price of $1.50 per
share to May 23, 2005, to acquire a 100% interest in CRS.  FTV also changed
its name to Lumina Copper Corp. ("LCC").



The
acquisition served as FTV's qualifying transaction pursuant to the policies of
the Exchange.  Upon the completion of the transaction on May 23, 2003, LCC
became a Tier 1 issuer on the Exchange.



These
consolidated financial statements have been prepared on a going concern basis,
which assumes the realization of assets and liquidation of liabilities in the
normal course of business.  These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary, should the Company be
unable to continue as a going concern.





The
recoverability of amounts shown for mineral property interests is dependent upon
the discovery of economically recoverable reserves, the ability of the Company
to obtain financing to complete their development and future profitable
operations or sale of the properties.



(b)

Restatement



The
Corporation's financial statements have been restated to record the issuance of
5,060,000 units in fiscal 2002 at an estimate of their fair value on the date of
their issuance ($0.75).  This restatement is consistent with CICA 3870 and
SFAS 123.



This
restatement has resulted in the following changes to the company's consolidated
financial statements:





---



For
        the three months ended and as at September 30, 2003
        Increase
        (Decrease)
      For
        the nine months ended and as at September 30, 2003
        Increase
        (Decrease)
      For
        the year ended and as at December 31, 2002
        Increase
        (Decrease)Share
        capital
      $3,436,067
      $3,436,067
      $3,325,067Deficit
      $3,436,067
      $3,436,067
      $3,325,067Stock-based
        compensation expense
      $37,000
      $111,000
      $3,325,067






2.

SIGNIFICANT
ACCOUNTING POLICIES



(a)

Principles
of consolidation



These
consolidated financial statements are presented in Canadian dollars and in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP").  They include the accounts of LCC and its subsidiaries.  All
intercompany balances and transactions have been eliminated.

---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







2.

SIGNIFICANT
ACCOUNTING POLICIES (continued)

(b)

Management
estimates



The
preparation of financial statements in conformity with generally accepted
accounting principles in Canada requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.



(c)

Cash
and cash equivalents



Cash
and cash equivalents are defined as cash on hand, demand deposits and short
term, highly liquid investments that are readily convertible to known amounts of
cash within ninety days of deposit.



(d)

Equipment



Equipment
is stated at cost.  Amortization is provided on the declining balance basis
on office equipment at 20% per annum and on computer equipment at 30% per annum.



(e)

Mineral
properties



The
Company capitalizes all costs related to investments in mineral property
interests on a property by property basis. Such costs include mineral property
acquisition costs and exploration and development expenditures, net of any
recoveries. Costs are deferred until such time as the extent of mineralization
has been determined and mineral property interests are either developed, the
property sold or the Company's mineral rights are allowed to lapse.

All
deferred mineral property expenditures are reviewed, on a property by property
basis, to consider whether there are any conditions that may indicate
impairment. When the carrying value of a property exceeds its net recoverable
amount that may be estimated by quantifiable evidence of an economic geological
resource or reserve, joint venture expenditure commitments or the Company's
assessment of its ability to sell the property for an amount less than the
deferred costs, provision is made for the impairment in value.

The
amounts shown for acquisition costs and deferred exploration expenditures
represent costs incurred to date and do not necessarily reflect present or
future values. These costs are depleted over the useful lives of the properties
upon commencement of commercial production or written off if the properties are
abandoned or the claims allowed to lapse.

From
time to time the Company may acquire or dispose of a mineral property interest
pursuant to the terms of an option agreement. As the options are exercisable
entirely at the discretion of the optionee, the amounts payable or receivable
are not recorded. Option payments are recorded as property costs or recoveries
when the payments are made or received.

---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







2.

SIGNIFICANT
ACCOUNTING POLICIES (continued)

Canadian
GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible
assets. Recent standards for business combinations however, refer to mineral use
rights as an example of contract-based intangibles without removing the
definition that categorizes them as tangible assets. As disclosed above, the
Company has classified these assets as Mineral Property tangible assets in
accordance with its interpretation of Canadian GAAP.

The
Company has determined that under Canadian GAAP it is not required to account
for its contract based mining assets as intangible assets and therefore
continues to account for them as tangible assets.  Although the Company
believes its accounting policy for contract based mining assets is appropriate
and consistent with Canadian GAAP, there is an alternative interpretation of
Canadian GAAP that would consider them to be intangible assets.

This
alternative interpretation would provide for the capitalization of a contract
based mining asset as an intangible asset at its fair value at the time it was
acquired, either as an individual asset purchase or as part of a business
combination.  For exploration stage mineral interests such as those owned
by the Company, the excess of the carrying value over the residual value of the
intangible assets would be amortized on a straight-line basis over the period in
which the Company expected to: (a) complete its exploration process or (b)
convert, develop or further explore the underlying properties.  For the
Company, a reasonable estimate of this amortization period would be from 5 to 11
years.

It
is possible that the CICA may provide additional guidance in the future that
would serve to clarify and/or alter the present guidance available.  Such
future guidance (if provided) may result in changes to the Company's current
method of accounting for its contract based mining assets.  Unless such
alternative guidance is provided, the Company expects to continue accounting for
these assets as tangible assets.

If
the Company did account for its contract based mining assets as intangible
assets and amortized these intangibles assets on a straight-line basis over the
period in which the Company expected to: (a) complete its exploration process or
(b) convert, develop or further explore the underlying properties, the Company's
financial statements would change as follows:

September
        30, 2003 Increase (Decrease)
      December
        31, 2002 Increase (Decrease)
      December
        31, 2001 Increase (Decrease)Mineral
        properties
      $(136,772)
      $(37,875)
      $nilShareholders'
        equity
      $(136,772)
      $(37,875)
      $nilAmortization
        expense
      $98,897
      $37,875
      $nilNet
        Loss
      $98,897
      $37,875
      $nil








---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







2.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



Although
the Company has taken steps to verify the title to mineral properties in which
it has an interest, in accordance with industry standards for the current stage
of exploration of such properties, these procedures do not guarantee the Company's
title. Property title may be subject to unregistered prior agreements or
transfers and title may be affected by undetected defects.



(f)

Foreign
currency translation



Certain
of the company's subsidiaries are integrated foreign operations.  Monetary
items are translated at the exchange rate in effect at the balance sheet date;
non-monetary items are translated at historical exchange rates; revenue and
expense items are translated at the average rate of exchange for the period.
 The net foreign currency gain or loss is included in the statement of
operations.



(g)

Financial
instruments and concentration of credit risk

Financial
instruments consist of cash and cash equivalents, accounts receivable, accounts
payables and accrued liabilities, and property purchase obligations.  The
Company determines the fair value of its financial instruments based on quoted
market values or discounted cash flow analyses.  The recorded amounts of
financial instruments approximate their fair values.



Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash.  Cash balances consist of deposits held
with major commercial banks and short term money market instruments.



(h)

Stock
based compensation



The
Company follows the fair value method for recording compensation for all awards
made to non-employees and certain awards made to employees, including stock
appreciation rights, direct awards of stock and awards that call for settlement
in cash or other assets.  For purposes of these transactions, employees
include directors who receive stock compensation for services provided as a
director.



The
Company has elected not to follow the fair value based method of accounting for
stock options granted to directors and employees.  No compensation expense
is recognized when stock options are granted if the exercise price of the stock
options granted is at market value.  Any consideration paid by directors
and employees on exercise of stock options or purchase of shares is credited to
share capital.  However, additional disclosure of the effects of accounting
for stock-based compensation to directors and employees as compensation expense,
using the fair value based method, is disclosed as pro-forma information.





---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







2.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



(i)

Income
taxes



The
Company follows the asset and liability method of accounting for income taxes.
 Under this method, current income taxes are recognized for the estimated
income taxes payable for the period.  Future income tax assets and
liabilities are recognized in the period for temporary differences between the
tax and accounting bases of assets and liabilities as well as for the benefit of
losses carried forward to future years for tax purposes.



Future
income tax assets and liabilities are measured using substantively enacted tax
rates and laws expected to apply in the years in which temporary differences are
expected to be recovered or settled.  The effect of a change in tax rates
on future income tax assets and liabilities is recognized in operations in the
period that includes the substantive enactment date.  A valuation allowance
is recognized to the extent it is more likely than not that future income tax
assets will not be realized.



(j)

Loss
per share



Loss
per share is calculated using the weighted average number of shares outstanding
during the period.  The effects of potential issuances of shares under
options and warrants would be anti-dilutive, and therefore basic and diluted
losses per share are the same.



(k)

Comparative
amounts



Pursuant
to accounting guidelines for a reverse take-over, the comparative amounts
presented in the consolidated balance sheet are based on the audited financial
statements of CRS as at December 31, 2002.  The comparative amounts
presented in the consolidated statements of operations and deficit and the
consolidated statements of cash flows are based on the unaudited financial
records of CRS from the commencement of its operations in July, 2002 to
September 30, 2002.



3.

ACQUISITION



On
May 23, 2003, LCC acquired, pursuant to the SEA as disclosed in Note 1, all of
the outstanding securities of CRS.  As the former shareholders of CRS hold,
directly or indirectly, a majority of the outstanding shares of LCC following
the acquisition, CRS has been identified as the acquirer of LCC in the business
combination and the transaction has been accounted for as a reverse take-over
using the purchase method of accounting.  Accordingly,  LCC has been
deemed to issue 8,187,501 common shares at an estimated fair value aggregating
$445,469, based on the fair values of the net assets of LCC deemed to have been
acquired by CRS.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







3.

ACQUISITION
 (continued)



The
fair values of the net assets of LCC deemed to have been acquired by CRS on
May 23, 2003 are as follows:



Cash
      $
      421,962Accounts
        receivable
      
      28,337450,299Accounts
        payable and accrued liabilities
      
      (4,830)$
      445,469




Costs incurred in
connection with the acquisition have been charged to share capital.



4.

EQUIPMENT



AccumulatedCost
      
      Amortization
      
      Net Book ValueEquipment
      
      $
        44,390
      
      $
        3,451
      
      $
        40,939




5.

MINERAL PROPERTIES



At
September 30, 2003, the Company's mineral properties are comprised of properties
located in North and South America.  A summary of expenditures incurred on
mineral properties is as follows:



Canada
      Argentina
      Peru
      Chile
      TotalBalance,
        December 31, 2002
      $
        960,728
      $
        57,924
      $
        -
      $
        -
      $
        1,018,653Additions
        during periodAcquisition
        costs
      116,427
      310,000
      102,672
      -
      529,099Exploration
        costsGeological
      6,414
      40,448
      42,080
      42,446
      131,388Taxes
        and filing fees
      30,395
      20,848
      10,331
      -
      61,574Project
        management
      23,500
      4,500
      4,500
      -
      32,500Field
        office and administration
      -
      29,792
      -
      -
      29,792Maps
        and reports
      9,271
      8,607
      3,972
      -
      21,850Travel
        and accommodation
      475
      1,727
      3,078
      807
      6,087186,482
      415,922
      166,633
      43,253
      812,290Foreign
        exchange gain
      (43,051)
      -
      -
      -
      (43,051)Net
        additions during period
      143,431
      415,922
      166,633
      43,253
      769,239Balance,
        September 30, 2003
      $
        1,104,159
      $
        473,846
      $
        166,633
      $
        43,253
      $
        1,787,892






---

LUMINA COPPER CORP.

(An Exploration
Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL PROPERTIES
 (continued)



Canada



Casino
      Redstone
      Hushamu
      OK
      TotalBalance,
        December 31, 2002
      $
        55,000
      $
        762,565
      $
        143,164
      $
        -
      $
        960,729Additions
        during periodAcquisition
        costs
      104,602
      -
      1,825
      10,000
      116,427Exploration
        costsTaxes
        and filing fees
      2,415
      27,980
      -
      -
      30,395Project
        management
      4,500
      4,500
      4,500
      10,000
      23,500Maps
        and reports
      4,434
      -
      4,187
      649
      9,270Geological
      -
      -
      1,400
      5,014
      6,414Travel
        and accommodation
      -
      -
      -
      475
      475115,951
      32,480
      11,912
      26,138
      186,481Foreign
        exchange gain
      -
      (43,051)
      -
      -
      (43,051)Net
        additions during period
      115,951
      (10,571)
      11,912
      26,138
      143,430Balance,
        September 30, 2003
      $
        170,951
      $
        751,994
      $
        155,076
      $
        26,138
      $
        1,104,159




(a)

Casino Property



Pursuant
to an agreement dated July 15, 2002 with Great Basin Gold Ltd. the Company
acquired an option to purchase a 100% interest in the Casino Deposit claim group
located in the Whitehorse Mining Division, Yukon Territory, Canada.  The
option may be exercised at any time until July 15, 2007 by paying $1,000,000 to
Great Basin.  Until it is exercised or it expires, the option can be
maintained in good standing by:



(i)

issuing
100,000 shares of the Company on the date its shares are listed for trading on a
stock exchange (the "Listing Date") or paying $50,000 cash should the Company
not be listed by December 31, 2002 ($50,000 paid);



(ii)

issuing
a warrant to purchase 100,000 shares of the Company exercisable at a price of
 $1.80 per share on or before May 23, 2005 (issued at an ascribed fair
value of $104,602 (Note 10));



---

LUMINA COPPER CORP.

(An Exploration
Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL PROPERTIES
 (continued)



(iii)

issuing
a warrant to purchase another 100,000 shares of the Company on May 23, 2004 at
the maximum discount price possible, exercisable for a period of two years;



(iv)

issuing
a warrant to purchase another 100,000 shares of the Company on May 23, 2005 at
the maximum discount price possible, exercisable for a period of two years;



The
Casino property encompasses 161 mining claims, all of which are subject to a 5%
net profits royalty.  A third party has a pre-existing option to purchase
55 of the claims for $1 and a 10% net profits royalty.



(b)

Redstone
Property



Pursuant
to an agreement dated September 24, 2002 with Redstone Resources Inc., a unit of
Newmont Mining Corporation, the Company acquired a 100% interest in the Redstone
Property by agreeing to pay:



(i)

US
$100,000 cash on closing (paid);



(ii)

US
$100,000 cash on March 24, 2003 (paid);



(iii)

US
$300,000 cash on March 24, 2004; and



(iv)

A
net smelter returns royalty ranging from 3% to 4%, depending on prevailing
commodity price of copper.



A
debenture for US $400,000 bearing interest at 0% if payments are made on time,
and 15% if a payment is late, dated September 24, 2002, secured by the Redstone
Property, was issued to Redstone Resources Inc. as security for the Company's
obligations under the agreement.



The
Redstone Property consists of 5 mineral leases expiring in 2013 covering 60
units and 5,662 hectares in the Coates Lake area of the Northwest Territories,
Canada.



(c)

Hushamu
Property



Pursuant
to an agreement dated August 21, 2002 with Itech Capital Corp. ("ITECH"), the
Company agreed to acquire all the shares of Moraga Resources Ltd. ("Moraga"), a
British Columbia company, in consideration of cash payments in the aggregate of
$110,000 (paid).







---

LUMINA
COPPER CORP.

(An Exploration
Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL PROPERTIES
 (continued)



In
addition, the Company must pay ITECH interest at the rate of 5% per annum,
calculated monthly, on balances owing from August 22, 2002; reimburse ITECH for
specified expenses aggregating $15,692; and pay ITECH another $1,000,000 if a
decision is made to place the Hushamu property into production.  The
Hushamu property interest is subject to a 10% Net Profits Royalty payable to a
third party.



The
only material asset of Moraga as at August 22, 2002 was the Hushamu property
interest which was reflected on Moraga's books at the nominal value of $1.
 Moraga had no material liabilities.  The acquisition costs of Moraga,
consisting of the cash payments aggregating $110,000, the specific expenses
identified for reimbursement aggregating $15,692 and other costs associated with
the acquisition have been capitalized as the Hushamu property interest.



The
Hushamu property consists of 144 mineral claims located on northern Vancouver
Island, British Columbia.



(d)

OK
Property



Pursuant
to an agreement dated April 24, 2003, the Company was granted an option by
Eastfield Resources Ltd. ("Eastfield") to earn an 80% interest in 7 mineral
claims located near Powell River, British Columbia in consideration of a total
of $330,000 in cash payments and incurring a total of $600,000 in exploration
expenditures on the property, to be paid and expended as follows:



Cash
        Payments
      
      Cumulative
        Expenditures
      Due
        Date$
            10,000
      
      $
                          -
      On signing
        (paid)-
      
      35,000
      September 10,
        200320,000
      
      70,000
      April 24, 200420,000
      
      95,000
      April 24, 200540,000
      
      195,000
      April 24, 200660,000
      
      -
      April 24, 200790,000
      
      -
      April 24, 200890,000
      
      600,000
      April 24, 2009




Eastfield
may elect to receive any of the cash payments in shares of LCC.  The
Company may pay one-half of the exploration expenditure amounts to be incurred
subsequent to September 10, 2003 in cash.



Upon
earning an 80% interest in the property, the Company may purchase the remaining
20% interest for $1,000,000.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL
PROPERTIES  (continued)



Eastfield
is responsible for making all payments and meeting all obligations to third
parties in connection with this property, pursuant to certain underlying
agreements between Eastfield and these parties.  A party to one of these
agreements has the right to purchase the claims for $25,000 on March 4, 2013 if
a mine has not been constructed on the property, a bankable feasibility study to
construct a mine has not been initiated, or expenditures in the aggregate of
$1,000,000 have not been expended on the property.



The
property is subject to a 2.5% net smelter royalty which may be purchased with
the payment of $2,000,000 upon commencement of commercial production.



Argentina



Taca
        Taca
      San
        Jorge
      TotalBalance,
        December 31, 2002
      
      
      $
        57,924
      $
        -
      $
        57,924Additions
        during periodAcquisition
        costs
      
      
      310,000
      -
      310,000Exploration
        costsGeological
      
      
      24,650
      15,798
      40,448Field
        office and administration
      
      
      29,793
      -
      29,792Taxes
        and filing fees
      
      
      20,848
      -
      20,848Maps
        and reports
      
      
      1,612
      6,995
      8,607Project
        management
      
      
      4,500
      -
      4,500Travel
        and accommodation
      
      
      1,727
      -
      1,727Additions
        during period
      
      
      393,130
      22,793
      415,922Balance,
        September 30, 2003
      
      
      $
        451,054
      $
        22,793
      $
        473,846




(e)

Taca
Taca Property



Pursuant
to an agreement dated October 7, 2002 the Company paid Corriente Resources Inc.
a non-refundable deposit of US $25,000 towards the purchase of all the
issued and outstanding shares of Corriente Argentina SA ("Corriente").  The
Company also incurred legal and consulting fees related to this acquisition.
 Corriente is the beneficial holder of the Taca Taca mining rights, located
in the Salta Province, northwestern Argentina.



The
purchase price agreed is as follows:



(i)

US
$25,000 on closing (paid);



(ii)

US
$25,000 and 100,000 (issued) of the Company's shares on the first anniversary of
the agreement date;



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL
PROPERTIES  (continued)



(iii)

100,000
of the Company's shares on the second and third anniversaries of the agreement
date;



(iv)

US
$100,000 on the fourth anniversary of the agreement date;



(v)

US
$1,000,000 on the fifth anniversary of the agreement date.



Should
the acquisition be completed, it will be accounted for as an asset purchase.
 The property is subject to a 1.5% net smelter returns royalty in favour of
eight individuals.



(f)

San
Jorge Property



Pursuant
to a share purchase agreement dated September 3, 2003, the Company has agreed to
acquire all the shares of Minera San Jorge S.A., a company incorporated under
the laws of Argentina, in consideration of a cash payment of US$200,000 to be
paid upon closing of the agreement (paid on October 23, 2003) and issuing common
shares of the Company valued at US$100,000 (a total of 81,875 shares were issued
on October 24, 2003).  Minera San Jorge S.A. is the beneficial holder of
the San Jorge property, which consists of 2 mining concessions and 44 mining
estacas (444.6 hectares) located in the Las Heras department of the Province of
Mendoza, Argentina.



Upon
the completion of the acquisition, it will be accounted for as an asset
purchase.



Peru



El
        Galeno
      Pashpap
      Other
        *
      TotalBalance,
        December 31, 2002
      
      $
        -
      $
        -
      $
        -
      $
        -Additions
        during periodAcquisition
        costs
      
      71,117
      27,607
      3,948
      102,672Exploration
        costsGeological
      
      15,894
      13,979
      12,206
      42,079Taxes
        and filing fees
      
      -
      10,331
      -
      10,331Project
        management
      
      4,500
      -
      -
      4,500Maps
        and reports
      
      2,409
      1,564
      -
      3,973Travel
        and accommodation
      
      2,717
      361
      -
      3,078Additions
        during period
      
      96,637
      53,842
      16,154
      166,633Balance,
        September 30, 2003
      
      $
        96,637
      $
        53,842
      $
        16,154
      $
        166,633




*

The
Company is in the process of evaluating certain properties with a view to
acquisition, where merited, and has incurred certain costs, as disclosed above,
in conducting its investigation and due diligence of such properties.
 Should the properties under evaluation not be acquired, the costs incurred
will be written-off.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL
PROPERTIES  (continued)



(g)

El
Galeno Property



Pursuant
to an agreement dated April 25, 2003 with La Asuncion Negociadora Minera SAC (ASUMIN),
the Company was granted an option to acquire a 100% interest in the El Galeno
Copper-Gold Property located in northern Peru. The property consists of 4 mining
concessions covering an area of approximately 1,348 hectares.
 Consideration for the acquisition is an aggregate of US $2,000,000 in
cash payments, payable as follows:



Cash
        Payments
      
      Due DateUS
        $10,000
      
      Upon signing
        (paid)US
        $20,000
      
      July 25, 2003
        (paid)US
        $50,000
      
      October 25, 2003
        (paid on October 25, 2003)US
        $100,000
      
      April 25, 2004US
        $300,000
      
      April 25, 2005US
        $400,000
      
      April 25, 2006US
        $1,120,000
      
      April 25, 2007




The
payments commencing in 2004 to 2007 are subject to reductions ranging from 20%
to 50% depending on the average price of copper, based on the three month London
Metal Exchange average price.  There are no reductions should the average
price of copper be greater than $1 per pound.  50% of the payment due in
2004 and 100% of the remainder of the payments may be made in shares of LCC.
 The payment scheduled for April 25, 2007 may be delayed for up to three
years provided payments of US $100,000 (the "penalty payments") are made at
each of April 25, 2007, 2008 and 2009, with 50% of each of the penalty payments
being applied against the amount of the delayed payment.



Should
the option be exercised, the Company will be required to make bonus payments of
US $250,000 upon completion of  a positive feasibility, a further
US $250,000 upon commencement of a new mine construction and a final
payment of US $1,300,000 one year after the commencement of commercial
production.



(h)

Pashpap
Property



The
Company acquired eight mining concessions located in northern Peru for the cost
of staking.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL
PROPERTIES  (continued)



Chile



Regalito
      Other
        *
      TotalBalance,
        December 31, 2002
      
      
      $
        -
      $
        -
      $
        -Additions
        during periodExploration
        costsGeological
      
      
      -
      42,446
      42,446Travel
        and accommodation
      
      
      807
      -
      807Additions
        during period
      
      
      807
      42,446
      43,253Balance,
        September 30, 2003
      
      
      $
        807
      $
        42,446
      $
        43,253




*

The
Company is in the process of evaluating certain properties with a view to
acquisition, where merited, and has incurred certain costs, as disclosed above,
in conducting its investigation and due diligence.  Should the properties
under evaluation not be acquired, the costs incurred will be written-off.



(i)

Regalito
Property



Pursuant
to a letter of intent executed on October 16, 2003, and subject to regulatory
approval, the Company was granted the right to acquire a 100% interest in the
Regalito Property, consisting of 4,158 hectares located in the 3rd
region of Chile.  In consideration of the acquisition, the Company will
make cash payments in the aggregate of US$900,000 over an 8 year period as
follows:



Cash
        Payments
      Due
        DateUS
        $25,000
      October 16, 200450,000
      October 16, 200575,000
      October 16, 2006100,000
      October 16, 2007125,000
      October 16, 2008150,000
      October 16, 2009175,000
      October 16, 2010200,000
      October 16, 2011




In
the event copper prices exceed $1.00 per pound for an entire calendar at any
time during the 8 year period, the Company shall pay a minimum of US$200,000 in
respect of the payment required for that year.  After the 8th
year of the agreement, should the price of copper exceed $1.00 per pound for any
entire calendar year, the Company will pay US$200,000 per year in advance
payments until the commencement of commercial production.  Upon such
commencement, the Company will pay a net smelter royalty of between 1% and 3%
depending on the price of copper.  A portion of the advance payments may be
deducted from the royalty payments.  The Company must also pay certain
current and past annual concession maintenance payments in the aggregate of
US$53,000 and is also responsible for the payment of all future annual
concession maintenance payments on the property.

---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







5.

MINERAL
PROPERTIES  (continued)



Environmental
protection practices



The
Company is subject to the laws and regulations relating to environmental matters
in all jurisdictions in which it operates, including provisions relating to
property reclamation, discharge of hazardous material and other matters.
 The Company may also be held liable should environmental problems be
discovered that were caused by former owners and operators of its properties.
 The Company is not aware of any existing environmental problems related to
any of its current or future properties that may result in material liability to
the Company.



6.

RELATED
PARTY TRANSACTIONS



(a)

The
amount due to related parties consisted of $267,233 of advances from
shareholders and was paid in full in September, 2003.  These advances were
non-interest bearing and unsecured.

(b)



The
Company paid $93,750 (2002 - nil) for management and geological consulting

services
to a director and a company controlled by a director.



(c)

The
Company paid $5,000 (2002 - nil) to a company that employs a director of the
Company for the rental of office premises.



7.

PROPERTY
OBLIGATIONS



Property
obligations consist of the balance of US $300,000 (Cdn $406,080) owing in
respect of the acquisition of the Redstone Property (Note 5(b)).  The
amount is due on March 24, 2004 and is secured by a debenture bearing interest
at 0% per annum, unless the payment is late in which case interest at the rate
of 15% per annum is charged from and after the due date.





8.

SHARE
CAPITAL



Pursuant
to the guidelines for reverse take-over accounting, the number of shares
authorized, issued and outstanding disclosed below are those of LCC.  The
dollar amounts ascribed to the shares outstanding represent the value of the
outstanding shares of CRS plus the value of LCC shares issued subsequent to the
date of completion of the acquisition.



(a)

Authorized



100,000,000
common shares without par value

100,000,000
preferred shares without par value



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







8.

SHARE
CAPITAL (continued)



(b)

Issued
and outstanding



Number
        of
        Shares
      
      
      Amount(restated)Common
        shares:Share
        capital of FTV at May 22, 2003
      7,687,000
      
      $
      660,821One-for-ten
        share consolidation
      (6,918,300)
      
      
      -768,700
      
      
      660,821Reduction
        in paid up capital on application of reverse take-over accounting
      -
      
      
      (660,821)Share
        capital of CRS, December 31, 2002
      -
      
      
      6,370,469Issued
        to acquire all the outstanding common
        shares
        of CRS (Note 3)
      8,187,501
      
      
      445,469Costs incurred
        in connection with the acquisition
      -
      
      
      (91,689)Issued
        for cash:Private
        placement, net of issue costs (Note 8(c))
      500,000
      
      
      470,575Exercise
        of warrants
      882,125
      
      
      1,323,188Issued for cash
        and other considerationExercise
        of options
      10,000
      
      
      --
        for cash
      
      
      
      16,500-
        stock based compensation
      
      
      
      7,805Issued for
        mineral property (Note 5(e))
      100,000
      
      
      310,000Recognition of
        compensation expense
      -
      
      
      111,000Balance,
        September 30, 2003
      10,448,326
      
      $
      8,963,317




During
the period, $111,000 of compensation expense was recognized in connection with
600,000 units issued by CRS in 2002. These units were issued for services to be
rendered in the future and accordingly, compensation expense is being recorded
evenly over the three year period of service agreed to by the recipient
shareholders.



Of
the shares issued, a total of 5,688,001 common shares were issued subject to
escrow provisions pursuant to the policies of the Exchange.  The shares are
to be released from escrow in four installments of 1,422,000 each in six-month
intervals commencing on May 23, 2003.  As at September 30, 2003, a total of
4,266,000 common shares were held in escrow.





(c)

Private
Placement



In
conjunction with the completion of its qualifying transaction (Note 1), LCC
completed a private placement on May 27, 2003 and issued 500,000 units at a
price of $1 per unit for proceeds of $470,575, net of share issue costs in the
amount of $29,425.  Each unit consisted of one post-consolidated common
share and one non-transferable share purchase warrant entitling the holder to
purchase one additional post-consolidated common share at a price of $1.50 to
May 23, 2005.  The share price was determined by reference to the price of
shares issued by private placement in CRS prior to the reverse take-over
acquisition.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







9.

STOCK
OPTIONS



(a)

Options
Outstanding



Stock
options to purchase common shares have been granted to directors, employees and
consultants at exercise prices determined by reference to the market value on
the date of the grant.



On
April 23, 2003, LCC received acceptance from the Exchange for a stock option
plan which authorizes the board of directors to grant options for the purchase
of up to 945,620 post-consolidated common shares of LCC.  Options granted
under the plan vest over a period of time at the discretion of the board of
directors.



A
summary of the status of the Company's stock options as at September 30, 2003
and changes during the period then ended is as follows:



Number
        of
        Shares
      
      Weighted-Average
        Exercise
        PriceOutstanding
        at December 31, 2002
      
      
      53,667
      (i)
      $1.50Granted
      
      
      697,533
      
      $1.64Exercised
      
      
      (10,000)
      
      $1.65Cancelled
      
      
      (118,134)
      
      $1.61Outstanding
        at September 30, 2003
      
      
      623,066
      
      $1.64




(1)
adjusted to reflect the consolidation of shares on a one for ten basis



The
following summarizes information about stock options for the acquisition of LCC
common shares, outstanding and exercisable at September 30, 2003:





Options
        Outstanding
      
      Options
        ExercisableNumber
        of
        Shares
      
      Expiry
        Date
      
      Weighted
        Average Exercise Price
      
      Number
        of
        Shares
      
      Weighted
        Average Exercise Price22,533
      
      March 5, 2005
      
      $1.50
      
      22,533
      
      $1.5025,533
      
      September 5,
        2005
      
      1.50
      
      25,533
      
      1.50550,000
      
      June 6, 2008
      
      1.65
      
      350,000
      
      1.6525,000
      
      August 8, 2008
      
      1.60
      
      12,500
      
      1.60623,066
      
      
      
      $1.64
      
      410,566
      
      $1.63






---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







9.

STOCK
OPTIONS  (continued)



(b)

Stock
Based Compensation



During
the period ended September 30, 2003 the Company granted stock options to
non-employees to acquire up to 125,000 common shares, of which 90,000 have been
cancelled, and to directors and employees to acquire up to 572,533 common
shares.



The
fair value of new stock options granted to non-employees, and which were vested
at September 30, 2003, in the amount of $17,212, has been recorded as an expense
in the period.  Compensation expense on the stock options granted to
directors and employees using the fair value based method is disclosed as
pro-forma information.



The
fair value of stock options used to calculate compensation expense is estimated
using the Black-Scholes Option Pricing Model with the following assumptions:



Weighted
        average:Risk-free
        interest rate
      
      3.07%Expected
        dividend yield
      
      -Expected
        stock price volatility
      
      92%Expected
        option life in years
      
      2




The
pro forma effect on loss and loss per share for the period ended September 30,
2003 of the actual results had the Company accounted for the stock options
granted to directors and employees using the fair value based method is as
follows:



Three
        Months
        Ended
        September
        30,
        2003
      
      Nine
        Months
        Ended
        September
        30,
        2003Loss
        for the periodReported
      $
      (222,131)
      
      $
      (488,187)Stock-based
        compensation
      
      -
      
      
      (273,175)Pro
        forma
      $
      (222,131)
      
      $
      (761,362)Basic
        and diluted loss per shareReported
      $
      (0.02)
      
      $
      (0.10)Pro
        forma
      $
      (0.02)
      
      $
      (0.16)




Option
pricing models require the input of highly subjective assumptions including the
expected price volatility.  Changes in the subjective input assumptions can
materially affect the fair value estimate, and therefore the existing models do
not necessarily provide a reliable single measure of the fair value of the
Company's stock options.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







10.

WARRANTS



At
September 30, 2003, the Company has outstanding warrants to purchase an
aggregate 5,375,375 common shares of LCC as follows:



Exercise
        Price
      Expiry
        Date
      Outstanding
        at
        December
        31, 2002
      Issued
      Exercised
      Expired/
        Cancelled
      Outstanding
        at
        September
        30,
        2003$1.50
      May
        23, 2005
      -
      5,657,500
      (882,125)
      -
      4,775,375$1.50
      May
        23, 2005
      -
      500,000
      -
      -
      500,000$1.80
      May
        23, 2005
      -
      100,000
      -
      -
      100,000-
      6,257,500
      (882,125)
      -
      5,375,375






A
fair value in the amount of $104,602 has been ascribed to the warrants issued
for the acquisition of 100,000 common shares exercisable at $1.80 per share.
 The warrants were issued in connection with the option agreement on the
Casino property (Note 5(a)).



11.

Supplemental
Cash Flow Information



Significant
        non-cash financing and investing activitiesFinancing
        activitiesWarrants
        issued for mineral property payment
      
      
      $104,062Common
        shares issued for mineral property payment
      
      
      310,000Investing
        activitiesWarrants
        issued for mineral property payment
      
      
      104,062Common
        shares issued for mineral property payment
      
      
      310,000




During
the period ended September 30, 2003, the Company received interest income in the
amount of $31,438.



12.

SEGMENTED
DISCLOSURE



The
Company has one operating segment, mineral exploration, and all capital assets
of the Company are located in Canada except for certain of its mineral
properties, as disclosed in Note 5.



13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES



The
consolidated financial statements have been prepared in accordance with Canadian
GAAP, which differ from those principles and practices that the corporation
would have followed had its financial statements been prepared in accordance
with accounting principles and practices accepted in the United States of
America ("U.S. GAAP"), as described below.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Under
Canadian GAAP, it is appropriate to defer mineral property acquisition costs
until a decision to abandon the property is made, it is determined that the
property does not have economically recoverable reserves or that the Corporation
is unlikely to pursue exploration activities on the property.  Under U.S.
GAAP, mineral exploration costs are expensed until it can be proven that
economically viable reserves are present on the property and the Corporation has
the ability and intention to pursue exploitation of these reserves.



In
addition, under U.S. GAAP, mineral interests representing mineral use rights for
parcels of land not owned by the Company are treated as intangible assets.
 The amount capitalized related to a mineral interest represents its fair
value at the time it was acquired, either as an individual asset purchase or as
part of a business combination.



For
exploration stage mineral interests the excess of the carrying value over the
residual value of the intangible assets is amortized on a straight-line basis
over the period in which the corporation expects to: (a) complete its
exploration process or (b) convert, develop or further explore the underlying
properties.  The current amortization period is from 4 to 11 years.



Residual
values for mineral interests at the exploration stage represent the expected
fair value of the interests at the time the corporation plans to convert,
develop, further explore or dispose of the interests.  Residual values are
determined for each individual property.



Had
the Corporation followed U.S. GAAP, the effect on its financial statements of
the foregoing difference is set out below:



|Consolidated
      Balance Sheet                             |  | September
      30,
      2003 |  | December
      31,
      2002
|------------------------------------------------------------ |  | ------------------------------ |  | -----------------------------
|Assets
      under Canadian GAAP                             |  | $6,001,380                     |  | $3,960,836                   
|Amortization
      of mineral interests under U.S. GAAP      |  | $(136,772)                     |  | $(37,875)                    
|Mineral
      exploration costs expensed under U.S. GAAP     |  | $(283,191)                     |  | -                            
|Assets
      under U.S. GAAP                                 |  | $5,581,417                     |  | 3,922,961                    
|Shareholders'
      equity (deficiency), under Canadian GAAP |  | $5,532,304                     |  | $3,013,634                   
|Amortization
      of mineral interests under U.S. GAAP      |  | $(136,772)                     |  | $(37,875)                    
|Mineral
      exploration costs expensed under U.S. GAAP     |  | (283,191)                      |  | -                            
|Shareholders'
      equity under U.S. GAAP                   |  | $5,112,341                     |  | $2,975,759                   



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Consolidated
        Statements Of Operations
      
      
      Nine
        Months
        Ended
        September
        30,
        2003
      
      Nine
        Months
        Ended
        September
        30,
        2002Loss
        for the period, under Canadian GAAP
      
      
      
      $
      (488,187)
      
      $
      -Amortization
        of mineral interests under U.S. GAAP
      
      
      
      
      (98,897)
      
      
      -Mineral
        exploration costs expensed under U.S.
        GAAP
      
      
      
      
      (283,191)
      
      
      -Loss
        for the period, under U.S. GAAP
      
      
      
      $
      (870,275)
      
      $
      -






Consolidated
        Statements Of Cash Flows
      
      Nine
        Months Ended
        September
        30,
        2003
      
      Nine
        Months Ended
        September
        30,
        2002Cash
        flows used in operating activities, under Canadian GAAP
      
      $
      (440,490)
      
      $
      -Increased
        loss due to mineral exploration costs expensed under U.S. GAAP
      
      
      (283,191)
      
      
      -Cash
        flows used in operating activities, under U.S. GAAP
      
      $
      (723,681)
      
      $
      -Cash
        flows used in investing activities, under Canadian GAAP
      
      $
      (275,146)
      
      $
      -Mineral
        exploration costs expensed under U.S.
        GAAP
      
      
      283,191
      
      
      -Cash
        flows from investing activities, under U.S. GAAP
      
      $
      8,045
      
      $
      -




Recent
accounting pronouncements



Asset
retirement obligations



In
July 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143,"Accounting for Asset
Retirement Obligations." This statement addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This Statement
applies to all entities. It applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and/or the normal operation of a long-lived asset, except for
certain obligations of lessees.  This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.  This is
substantially consistent with the CICA Handbook Section 3110, "Asset Retirement
Obligations," which is effective for fiscal periods beginning on or after
January 1, 2004.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Foreign
currency and hedging



In
November 2001, the CICA issued Accounting Guideline 13, "Hedging
Relationships" ("AcG 13") which establishes new criteria for hedge
accounting and will apply to all hedging relationships in effect for the
Corporation's years ending on or after August 1, 2003.  Effective August 1,
2003, the Corporation will reassess all hedging relationships to determine
whether the criteria are met or not and will apply the new guidance on a
prospective basis.  To qualify for hedge accounting, the hedging
relationship must be appropriately documented at the inception of the hedge and
there must be reasonable assurance, both at the inception and throughout the
term of the hedge, that the hedging relationship will be effective.  The
Corporation does not currently have any hedging relationships.



Disposal
of Long-Lived Assets and Discontinued Operations



In
December 2002, the CICA issued Handbook Section 3475 for Disposal of
Long-Lived Assets and Discontinued Operations with the purpose of
harmonizing Canadian GAAP with U.S. GAAP.  The section is effective for
disposal activities initiated by a commitment to a plan on or after May 1,
2003, with earlier adoption encouraged.  The key aspects of Handbook
Section 3475 are as follows:



- a
    long-lived asset to be disposed of other than by sale should continue to be
    classified as held and used until it is disposed of;
- a
    long-lived asset can only be classified as held for sale if certain criteria
    are met;
- an
    asset classified as held for sale should be measured at the lower of its
    carrying amount or fair value less costs to sell;
- a
    loss recognized on classification of an asset as held for sale does not
    include future operating losses;
- discontinued
    operations are defined more broadly than previously.  They comprise
    dispositions where the operations and cash flows can be clearly
    distinguished, operationally and for financial reporting purposes, from the
    rest of the enterprise;
- the
    income statement display of discontinued operations is unchanged from
    previous display; and
- various
    disclosures related to the disposal of long-lived assets is required.



The
Corporation is currently assessing the impact of Handbook Section 3475 on its
financial position and results of operations.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Stock-based
compensation



In
December 2002, the FASB issued SFAS No.148 "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.123"
(FAS 148). The statement amends SFAS 123 "Accounting for Stock Based
Compensation" (FAS 123) to provide alternative methods of voluntarily
transitioning to the fair value based method of accounting for stock-based
employee compensation.  FAS 148 also amends the disclosure requirements of
FAS 123 to require disclosure of the method used to account for stock-based
employee compensation and the effect of the method on reported results in both
annual and interim financial statements. The disclosure provisions will be
effective for the Corporation beginning with the Corporation's quarter ended
March 31, 2003.  The Corporation has no current intention to change its
policy of accounting for stock-based compensation.



Accounting
for Severance and Termination Benefits



In
March 2003, the EIC issued EIC Abstract 134 for "Accounting for
Severance and Termination Benefits,"which addresses the
various types of severance and termination benefits related to the termination
of an employee's services prior to normal retirement.  The accounting
treatment must be applied prospectively to exit or disposal activities initiated
after March 31, 2003.  This Abstract harmonizes Canadian GAAP and U.S. GAAP.



Costs
associated with exit or disposal activities



In
July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" ("FAS 146").  FAS
146 addresses financial accounting and reporting for costs associated with exit
or disposal activities, and is effective for exit or disposal activities
initiated after December 31, 2002.  FAS 146 nullifies Emerging Issues
Task Force Issue No. 94-3 ("EITF 94-3") Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain costs Incurred in Restructuring).  The principal difference between
FAS 146 and EITF 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity.  FAS 146 requires that the
cost associated with an exit or disposal activity be recognized when the
liability is incurred, whereas under EITF 943 the liability is recognized at the
date of an entity's commitment to an exit plan.  This is substantially
consistent with the CICA EIC Abstract 135, "Accounting for Costs Associated with
Exit and Disposal Activities (including Costs Incurred in a Restructuring)."
 The Corporation is currently assessing the impact of FAS 146 and EIC
Abstract 135 on its financial position and results of operations.



---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Guarantees



In
November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"), which requires certain
disclosures to be made by a guarantor in its interim and annual financial
statements for periods ending after December 15, 2002 about its obligations
under guarantees.  FIN 45 also requires the recognition of a liability by a
guarantor at the inception of certain guarantees entered into or modified after
December 31, 2002.  FIN 45 requires the guarantor to recognize a
liability for a non-contingent component of  certain guarantees; that is,
it requires the recognition of a liability for the obligation to stand ready to
perform in the event that specified triggering events or conditions occur.
 The initial measurement of this liability is the fair value of a guarantee
at inception.  This is substantially consistent with the CICA Accounting
Guideline AcG-14, Disclosure of Guarantees.  The Corporation does not have
any guarantees under these standards.



Variable
interest entities



In
January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51."
 FIN 46 requires certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the equity investors in the entity do
not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties.  FIN 46 is
effective for all new variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003.  The Corporation does not
have any variable interest entities which will require consolidation.



Derivatives
and hedging activities



In
April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133
on Derivatives Instruments and Hedging Activities."  SFAS 149
amends and clarifies accounting for SFAS No.133 "Accounting for Derivative
Instruments and Hedging Activities".  In particular, it clarifies under
what circumstances a contract with an initial net investment meets the
characteristics of a derivative as discussed in SFAS No. 133; clarifies when a
derivative contains a financing component; amends the definition of an
underlying to conform it to the language used in the FASB Interpretation No. 45;
and amends certain other existing pronouncements.  This is substantially
consistent with the CICA EIC Abstract 128,"Accounting for Trading,
Speculative or Non-Hedging Derivative Financial Instruments."



SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003.  CICA EIC
Abstract 128 is effective for fiscal years beginning on or after July 1, 2003.
 The Corporation will adopt the provisions of SFAS No. 149 for U.S. GAAP
purposes on August 1, 2003 and will adopt the provisions of CICA EIC 128 on
January 1, 2004 and is currently assessing the impact, if any, that the adoption
of SFAS No. 149 will have on its results of operations and financial position.

---

LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003

(Unaudited)







13.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



Liabilities
and equity



On
May 15, 2003, the FASB issued Statement No. 150,"Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity."
 The Statement requires issuers to classify as liabilities (or assets in
some instances) three classes of freestanding financial instruments that embody
obligations for the issuer.



Generally,
the Statement is effective for financial instruments entered into or modified
after May 31, 2003 and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003.  The Corporation will
adopt the provisions of the Statement on October 1, 2003.  The Corporation
is currently assessing the impact of the new standard.





14.

SUBSEQUENT
EVENTS



(a)

The
Company issued 341,250 common shares pursuant to the exercise of warrants for
cash proceeds of $361,875.  Of this amount, a total of $300,000 had been
received at September 30, 2003.



(b)

The
Company issued 81,875 common shares valued at $131,000 in connection with the
acquisition of the San Jorge property (Note 5(f)).



(c)

Stock
options were granted to an officer of the Company for the purchase of up to
150,000 common shares exercisable at a price of $3.20 per share to
October 17, 2003.  The options vest in increments of 50,000 commencing
on October 27, 2003 to October 27, 2005.



(d)

Pursuant
to an agreement dated October 28, 2003, and subject to regulatory approval, the
Company has agreed to acquire all the shares of Compania Minera Vizcachitas
Holdings, a company incorporated under the laws of Chile, in consideration of
the issuance of 500,000 common shares of the Company and warrants entitling the
vendors to acquire up to an additional 500,000 common shares exercisable for a
period of 4 years from the date the warrants are issued.  In the event the
combined value of the shares and the warrants does not exceed $5 million during
a 48 month period from the closing date of the agreement, then on expiry of the
warrants, the Company shall pay the vendors the difference between the combined
value at that time and $5 million.  Should the Company not fulfill the
payment obligation at that time, all rights, title and interest to the property
will return to the vendor.



Compania
Minera Vizcachitas Holdings is the beneficial holder of the Vizcachitas
Property, which is located near Santiago, Chile and consists of 19 exploration
concessions.



Should
the acquisition be completed, it will be recorded as an asset purchase.





---













CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Consolidated
Financial Statements
(Presented in Canadian Dollars)



December
31, 2002 and 2001



____________

-------------------



Table
of Contents



Report
of Independent Auditors



Consolidated
Balance Sheets



Consolidated
Statements of Operations and Deficit



Consolidated
Statements of Changes in Shareholders' Equity



Consolidated
Statements of Cash Flows



Notes
to Consolidated Financial Statements













Report
of Independent Auditors



To the Directors of

CRS Copper Resources Corp.



We have audited the
consolidated balance sheets of CRS Copper Resources Corp. (An Exploration Stage
Enterprise) as at December 31, 2002 and 2001 and the consolidated statements of
operations and deficit, shareholders' equity and cash flows for the year ended
December 31, 2002, the period from inception (October 3, 2001) to December 31,
2001 and for the period from inception (October 3, 2001) to December 31, 2002.
 These financial statements are the responsibility of the corporation's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.



We conducted our audits
in accordance with generally accepted auditing standards in Canada and the
United States of America.  Those standards require that we plan and perform
an audit to obtain reasonable assurance whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.



In our opinion, these
financial statements present fairly, in all material respects, the financial
position of the corporation as at December 31, 2002 and 2001 and the results of
its operations and deficit, its shareholders' equity and its cash flows for the
year ended December 31, 2002, the period from inception (October 3, 2001) to
December
 
 31, 2001 and the period from inception to December 31, 2002 in accordance with
Canadian generally accepted accounting principles.  As required by the
Company Act of British Columbia, we report that, in our opinion, these
principles have been applied on a consistent basis.



Our previous report dated February 12,
2003 has been withdrawn and the financial statements have been restated, as
explained in Note 1 and footnote 1 of Notes 7 and 10.



Vancouver, Canada

February
12, 2003

Chartered
Accountants

(Except as to Note 9 which is as

at March 19,
2003, Note 10 which is as at

/s/
GRANT THORNTON LLP /s/

November 24, 2003 and Notes 1 and 7
which are as at

March 29, 2004)

See
accompanying notes to the consolidated financial statements.



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Consolidated
Balance Sheets
(Presented in Canadian Dollars)

As
at December 31, 2002 and 2001

|                                                                     | 2002                 |       |   | 2001
|-------------------------------------------------------------------- | -------------------- | ----- | - | ----
|                                                                     | (Restated
      -    |       |   |     
|                                                                     | Note
      1(b)(ii)) |       |   |     
|                                                                    
|                                                                     | $                    |       |   | $   
|                                                                     |                      |       |   |     
|Assets                                                               |                      |       |   |     
|                                                                     |                      |       |   |     
|Current asset                                                        |                      |       |   |     
|Cash
      and cash equivalents                                      | 2,333,183            |       |   | -   
|Subscriptions
      receivable                                       | 600,000              |       |   | -   
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 2,933,183            |       |   | -   
|                                                                     |                      |       |   |     
|Deferred
      acquisition costs                                     | 9,000                |       |   | -   
|                                                                     |                      |       |   |     
|Mineral
      properties -Note 4                                     | 1,018,653            |       |   | -   
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 3,960,836            |       |   | -   
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     |                      |       |   |     
|Liabilities
      & Shareholders' Equity                             |                      |       |   |     
|                                                                     |                      |       |   |     
|Current
      liabilities                                            |                      |       |   |     
|Payables
      and accruals                                          | 35,000               |       |   | -   
|Due
      to related parties -Note 5                                 | 267,223              |       |   | 733 
|Current
      portion of property purchase obligations -Note
      6 | 207,760              |       |   | -   
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 509,983              |       |   | 733 
|                                                                     |                      |       |   |     
|Mineral
      property purchase obligations -Note
      6            | 437,219              |       |   | -   
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 947,202              |       |   | 733 
|                                                                    
|                                                                     |                      |       |   |     
|Shareholders'
      Equity                                           |                      |       |   |     
|Share
      capital -Note 7                                          | 6,370,469            |       |   | 1   
|Deficit
      accumulated during the exploration stage               | (
      3,356,835)   | (734)
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 3,013,634            |       | ( | 733)
|                                                                    
|                                                                     |                      |       |   |     
|                                                                     | 3,960,836            |       |   | -   
|                                                                     |                      |       |   |     



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Consolidated
Statements of Operations and Deficit
(Presented in Canadian Dollars)

|                                           | For
      the Period
      From
      Inception,
      (October
      3, 2001)
      to
      December 31,
      2002
      (Restated
      -
      Note
      1(b)(ii)) |                |  |                    | For
      the Period
      From
      Inception,
      (October
      3, 2001)
      to
      December 31, 2001
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------- |  | ------------------ | ---------------------------------------------------------------------------------------------------------------
|                                           | For
      the
      Year
      ended
      December
      31,
      2002
      (Restated
      -
      Note
      1(b)(ii))                                             
|                                          
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                                                                                          |                |  |                   
|                                           |                                                                                                                                                                          | $              |  |                    | $                                                                                                              
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|Expenses                                   |                                                                                                                                                                          |                |  |                    |                                                                                                                
|Filing
      fees                          |                                                                                                                                                                          | 5,650          |  |                    | 5,650                                                                                                          
|Foreign
      exchange gain                |                                                                                                                                                                          | (2,556
      ) |  |                    | (2,556
      )                                                                                                 
|Interest
      and bank charges            |                                                                                                                                                                          | 563            |  |                    | 563                                                                                                            
|Office
      and general                   |                                                                                                                                                                          | 1,129          |  |                    | 1,129                                                                                                          
|Professional
      fees                    |                                                                                                                                                                          | 26,982         |  |                    | 26,248                                                                                                         
|Stock-based
      compensation             | 3,325,067                                                                                                                                                                |                |  | 3,325,067          |                                                                                                                
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|Expenses and
      net loss for the period | (
      3,356,835 )                                                                                                                                                      |                |  | (3,356,101
      ) | (734)                                                                                                          
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|Deficit,
      beginning of period         |                                                                                                                                                                          | -              |  |                    | (734
      )                                                                                                   
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                
|Deficit, end of
      period               | (
      3,356,835 )                                                                                                                                                      |                |  | (3,356,835
      ) | (734)                                                                                                          
|                                           |                                                                                                                                                                          |                |  |                    |                                                                                                                



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Consolidated
Statement of Changes in Shareholders' Equity
(Presented in Canadian Dollars)





|                                                                                  | (Restated
      - Note 1(b)(ii))
|--------------------------------------------------------------------------------- | --------------------------------
|                                                                                  | Common
      Shares             
|                                                                                  | Number                          
|                                                                                  |                                 
|Common stock
      issued for cash at $1.00 per share                             | 1                               
|                                                                                  |                                 
|Net
      loss for the period from inception to December 31, 2001                 | -                               
|                                                                                  |                                 
|Balance, December
      31, 2001                                                  | 1                               
|                                                                                  |                                 
|Common stock
      issued for cash and past services valued at at $0.75 per share | 4,460,000                       
|                                                                                  |                                 
|Common stock
      issued for cash and future services valued at $0.75 per share  |                                 
|Cash
      received                                                               | 600,000                         
|Recognition
      of compensation expense                                         | -                               
|                                                                                  |                                 
|Common stock
      issued for cash at $1.00 per share                             | 2,415,000                       
|                                                                                  |                                 
|Common stock
      issued as finder's fee                                         | 112,500                         
|                                                                                  |                                 
|Shares subscribed                                                                 | 600,000                         
|                                                                                  |                                 
|Finder's fee                                                                      | -                               
|                                                                                  |                                 
|Professional fees                                                                 | -                               
|                                                                                  |                                 
|Net loss for the
      year ended December 31, 2002                               | -                               
|                                                                                  |                                 
|Balance, December
      31, 2002                                                  | 8,187,501                       



---





CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Consolidated
Statements of Cash Flows
(Presented in Canadian Dollars)





|                                                     | For
      the Period
      From
      Inception,
      (October
      3, 2001)
      to
      December 31,
      2002
      (Restated
      -
      Note
      1 (b)(ii)) | For
      the
      Year
      ended
      December
      31,
      2002
      (Restated
      -
      Note
      1 (b)(ii) | For
      the Period
      From
      Inception,
      (October
      3, 2001)
      to
      December 31,
      2001
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                                                                                                           | $                                                                                                                           |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Cash flows from (used
      for):                    |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Operating activities                                 |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Net loss
      for the period                        | (3,356,835 )                                                                                                                                                              | (3,356,101 )                                                                                                                | (734)                                                                                                                
|Stock
      based compensation                       |                                                                                                                                                                           | 3,325,067                                                                                                                   |                                                                                                                      
|Payables
      and accruals                          |                                                                                                                                                                           | 35,000                                                                                                                      |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           | 3,232                                                                                                                       |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Financing activities                                 |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Advances
      from related parties                  |                                                                                                                                                                           | 267,223                                                                                                                     |                                                                                                                      
|Proceeds
      from sale of shares                   |                                                                                                                                                                           | 2,465,601                                                                                                                   |                                                                                                                      
|Shares
      issuance costs                          | (20,199 )                                                                                                                                                                 | (20,199 )                                                                                                                   |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           | 2,712,625                                                                                                                   |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Investing activities                                 |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Mineral
      properties                             | (373,674 )                                                                                                                                                                | (373,674 )                                                                                                                  |                                                                                                                      
|Deferred
      acquisition costs                     | (9,000 )                                                                                                                                                                  | (9,000 )                                                                                                                    |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     | (382,674 )                                                                                                                                                                | (382,674 )                                                                                                                  |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Increase in cash flows                               |                                                                                                                                                                           | 2,333,183                                                                                                                   |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Cash and cash equivalents,
      beginning of period |                                                                                                                                                                           | -                                                                                                                           |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Cash and cash
      equivalents, end of period       |                                                                                                                                                                           | 2,333,183                                                                                                                   |                                                                                                                      
|                                                    
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Non cash investing and
      financing transactions  |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      
|Mineral
      property purchase obligations          |                                                                                                                                                                           | 644,979                                                                                                                     |                                                                                                                      
|Subscriptions
      receivable for allotted shares   |                                                                                                                                                                           | 600,000                                                                                                                     |                                                                                                                      
|                                                     |                                                                                                                                                                           |                                                                                                                             |                                                                                                                      







See
accompanying notes to the consolidated financial statements.





---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented In Canadian dollars)

For
the Periods Ended December 31, 2002 and 2001





1.

(a)

Operations



CRS
Copper Resources Corp. (the "Corporation" or "CRS") was incorporated October 3,
2001 under the provisions of the Company Act of British Columbia, and began
operations in July 2002.



The
Corporation is engaged in the identification, acquisition, exploration,
development and exploitation of mineral resources.  The Corporation's
mineral properties do not contain a known body of commercial ore.  The
business of exploring for minerals and mining involves a high degree of risk.
 Few properties that are explored are ultimately developed into producing
mines.  Major expenses may be required to establish ore reserves, to
develop metallurgical processes, and to construct mining and processing
facilities at a particular site.  It is impossible to ensure that any
exploration program embarked upon by the Corporation will result in a profitable
commercial mining operation.



The
Corporation is considered to be in the exploration stage as it has yet to place
any of its mineral properties into production.  The Corporation is
dependent upon share issuances to provide the funding necessary to meet its
general operating expenses as they arise and will require additional financing
to continue to explore for mineral resources suitable for commercial
exploration.  There can be no assurance that such additional financing will
be available.



(b)

Restatements



(i)

In
order to comply with the requirements of the United States Securities and
Exchange Commission, the Corporation's financial statements as detailed in Note
10 have been restated to reflect the Corporation's interest in the mineral
properties as an intangible asset under the Financial Accounting Standards Board
(FASB) Statement No. 142 - "Goodwill and Other Intangible Assets".



Under
U.S. GAAP, this has resulted in a reduction in expense of $980,778, representing
the difference between the amount of mineral property acquisition costs
previously expensed and the amortization of these mineral property interests
which are now presented as an intangible asset.  In addition, assets and
shareholders' equity have both been increased by this amount.



(ii)

The
Corporation's financial statements have also been restated to record the
issuance of 5,060,000 units at an estimate of their fair value on the date of
their issuance ($0.75).  This restatement is consistent with CICA 3870 and
SFAS 123.



This
restatement has resulted in an increase in share capital and an increase in
expenses and deficit accumulated during the exploration stage for the year ended
December 31, 2002 and for the period from inception (October 3, 2001) to
December 31, 2002 in the amount of $3,325,067.



Page
1 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





2.       
Summary of significant accounting policies



(a)

Basis
of presentation



These
consolidated financial statements are presented in Canadian dollars and in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP") and include the accounts of the Corporation and its wholly owned
subsidiary, Moraga Resources Limited, from its acquisition on
August  22, 2002.  The accounting principles used conform in all
material respects to principles generally accepted in the United States of
America except as disclosed in Note 10.

(b)

Management
estimates

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.



(c)

Foreign
currency translation



The
Corporation translates foreign currency denominated transactions using the
temporal method.  Monetary assets and liabilities which are denominated in
foreign currencies are translated at period-end exchange rates.
 Non-monetary assets and liabilities and revenues and expenses are
translated at rates in effect on the dates of the transactions.  The net
foreign currency translation gain or loss is included in the statement of
operations.



(a)

Cash
and cash equivalents

Cash
and cash equivalents are defined as cash on hand, demand deposits and short
term, highly liquid investments that are readily convertible to known amounts of
cash within ninety days of deposit.



(e)

Deferred
acquisition costs



Costs
incurred in connection with the acquisition of First Trimark Ventures Inc. ("First
Trimark") (Note 9)have been deferred.  These costs will be
treated as a cost of acquisition and allocated to the net tangible assets
acquired when the acquisition is recorded.



(f)

Mineral
properties



The
Corporation capitalizes certain costs related to its exploration activities. The
costs capitalized include acquisition, holding, and exploration costs less
write-offs to date and do not reflect present or future value. If production is
attained, these costs will be amortized using the unit-of-production method
based on estimated reserves. Costs related to properties abandoned are written
off when the decision to abandon is made, or earlier if a determination is made
that the property likely does not have economically recoverable reserves, that
the Corporation is unlikely to pursue exploration activities on that property,
or that it is unlikely that adequate title to the property will be obtained.

Page
2 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





2.           
Summary of significant accounting policies (continued)



Canadian
GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible
assets. Recent standards for business combinations however, refer to mineral use
rights as an example ofcontract-based intangibles without removing the
definition that categorizes them as tangible assets. As disclosed above, the
Corporation has classified these assets as Mineral Property tangible assets in
accordance with its interpretation of Canadian GAAP.



The
Corporation has determined that under Canadian GAAP it is not required to
account for its contract based mining assets as intangible assets and therefore
continues to account for them as tangible assets.  Although the Corporation
believes its accounting policy for contract based mining assets is appropriate
and consistent with Canadian GAAP, there is an alternative interpretation of
Canadian GAAP that would consider them to be intangible assets.



This
alternative interpretation would provide for the capitalization of a contract
based mining asset as an intangible asset at its fair value at the time it was
acquired, either as an individual asset purchase or as part of a business
combination.  For exploration stage mineral interests such as those owned
by the Corporation, the excess of the carrying value over the residual value of
the intangible assets would be amortized on a straight-line basis over the
period in which the Corporation expected to: (a) complete its exploration
process or (b) convert, develop or further explore the underlying properties.
 For the Corporation, a reasonable estimate of this amortization period
would be from 5 to 11 years.



It
is possible that the CICA may provide additional guidance in the future that
would serve to clarify and/or alter the present guidance available.  Such
future guidance (if provided) may result in changes to the Corporation's current
method of accounting for its contract based mining assets.  Unless such
alternative guidance is provided, the Corporation expects to continue accounting
for these assets as tangible assets.



If
the Corporation did account for its contract based mining assets as intangible
assets and amortized these intangibles assets on a straight-line basis over the
period in which the Corporation expected to: (a) complete its exploration
process or (b) convert, develop or further explore the underlying properties,
the Corporation's financial statements would change as follows:



2002
        Increase (Decrease)
      2001
        Increase (Decrease)Mineral
        properties
      $(37,875)
      $nilShareholders'
        equity
      $(37,875)
      $nilAmortization
        expense
      $37,875
      $nilNet
        Loss
      $37,875
      $nil




Page
3 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





2.          
Summary of significant accounting policies (continued)



When
properties are acquired under agreements with future acquisition payments to be
made at the sole discretion of the Corporation, those future payments, whether
in cash or shares, are recorded only when the Corporation has made or is obliged
to make the payment or issue the shares.



(g)  Income taxes

The
Corporation uses the asset and liability method of accounting for income taxes
whereby future income tax asset and liability values are determined based on
differences between financial statement values of assets and liabilities and
their corresponding values for income tax purposes.  Future tax asset and
liability values are calculated by applying the tax rate expected to be in
effect at the time of realization to the amount of the differences.  The
effect on future income tax assets and liabilities of a change in income tax
rates is included in operations in the period of change.



The
recorded amount of future income tax assets is limited to the amount of benefit
that is likely to be realized.  As the Corporation is at the exploration
stage and has no source of operating revenues, future income tax assets are
recognized only to the extent of future income tax liabilities.

(h)

Financial
instruments and concentration of credit risk

Financial
instruments consist of cash and cash equivalents, payables and accruals, and
property purchase obligations.  The Corporation determines the fair value
of its financial instruments based on quoted market values or discounted cash
flow analyses.  The recorded amounts of financial instruments approximate
their fair values.

Financial
instruments that potentially subject the Corporation to concentrations of credit
risk, consist primarily of cash.  Cash balances consist of deposits with
major commercial banks, both directly and through the Corporation's solicitors'
trust accounts.

3.

Purchase
of Moraga Resources Limited



Pursuant
to an agreement dated August 21, 2002 with Itech Capital Corp. ("ITECH"), the
Corporation agreed to acquire all the shares of Moraga Resources Limited ("Moraga"),
a British Columbia Company, for the following consideration:

(a)

$35,000
on or before August 22, 2002 (paid in 2002);

(b)

$25,000
on or before January 1, 2003 (paid in 2002); and

(c)

$50,000
on or before April 15, 2003.



In
addition, the Corporation must pay ITECH interest at the rate of 5% per annum,
calculated monthly, on balances owing from August 22, 2002; reimburse ITECH for
specified expenses aggregating $15,692; and pay ITECH another $1,000,000 if a
decision is made to place the Hushamu Property into production.  The
Hushamu Property interest is subject to a 10% Net Profits Royalty payable to a
third party.



Page
4 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





3.

Purchase
of Moraga Resources Limited  (continued)



The
only material asset of Moraga as at August 22, 2002 was the Hushamu Property
interest which was reflected on Moraga's books at the nominal value of $1.
 Moraga had no material liabilities.  The acquisition costs of Moraga,
consisting of the cash payments aggregating $110,000 paid or payable, the
specific expenses identified for reimbursement aggregating $15,692 and other
costs associated with the acquisition have been capitalized as the Hushamu
Property interest (Note 4).



The
acquisition was accounted for as an asset purchase.

4.

Mineral
properties



Description
      Casino
        Yukon
         territory
      Redstone
        Northwest
        Territories
      Hushamu
        British
        Columbia
      Corriente
        Argentina
      Total$
      $
      $
      $
      $Balance,
        December 31, 2001
      -
      -
      -
      -
      -Acquisition
        costs
      5,000
      762,565
      143,164
      57,924
      968,653Option
        payments
      50,000
      -
      -
      -
      50,000Balance,
        December 31, 2002
      55,000
      762,565
      143,164
      57,924
      1,018,653




Casino
Property



Pursuant
to an agreement dated July 15, 2002 with Great Basin Gold Ltd., the Corporation
acquired an option to purchase a 100% interest in the Casino Deposit claim group
located in the Whitehorse Mining Division, Yukon Territory, Canada.
   The option may be exercised at any time until July 15, 2007 by
paying $1,000,000

to
Great Basin.  Should the corporation not be successful in listing its
shares on a recognized stock exchange by December 31, 2003, this option can be
cancelled by the vendor.  Until it is exercised or it expires, the option
can be maintained in good standing by:

- issuing
    100,000 shares of the Corporation on the date its shares are listing for
    trading on a stock exchange (the "Listing Date"), subject to regulatory
    approval;
- issuing
    a warrant to purchase another 100,000 shares of the Corporation on the
    Listing Date at the maximum discount price possible, exercisable for a
    period of two years;
- issuing
    a warrant to purchase another 100,000 shares of the Corporation on the first
    anniversary of the Listing Date at the maximum discount price possible,
    exercisable for a period of two years;
- issuing
    a warrant to purchase another 100,000 shares of the Corporation on the
    second anniversary of the Listing Date at the maximum discount price
    possible, exercisable for a period of two years;
- paying
    $50,000 cash (paid);  and
- paying
    another $50,000 cash by December 31, 2003 if the Listing Date is later than
    this date.



Page
5 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





4.

Mineral
properties  (continued)



The
Casino Property encompasses 161 mining claims expiring at varying dates from
March 25, 2003  to March 25, 2009, all of which are subject to a 5%
net profits royalty.  A third party has a pre-existing option to purchase
55 claims for $1 and a 10% net profits royalty.



Redstone
Property



Pursuant
to an agreement dated September 24, 2002 with Redstone Resources Inc., a unit of
Newmont Mining Corporation, the Corporation acquired a 100% interest in the
Redstone Property by agreeing to pay:



- US$100,000
    cash on closing (paid in 2002);
- US$100,000
    cash on March 24, 2003;
- US$300,000
    cash on March 24, 2004; and
- A
    Net Smelter Returns royalty ranging from 3% to 4%, depending on prevailing
    commodity price of copper.



A
debenture for US$400,000 bearing interest at 0% if payments are made on time,
and 15% if a payment is late, dated September 24, 2002, secured by the Redstone
Property, was issued to Redstone Resources Inc. as security for the Corporation's
obligations under the agreement.



The
Redstone Property consists of 5 mineral leases expiring in 2013 covering 60
units and 5,662 hectares in the Coates Lake area of the Northwest Territories,
Canada.



Hushamu
Property



During
2002, the Corporation acquired all the outstanding shares of Moraga (Note 3).
 The only material assets of Moraga are the 144 mineral claims comprising
the Hushamu Deposit located on northern Vancouver Island, British Columbia.



Corriente
Property



Pursuant
to an agreement dated October 7, 2002 the Corporation paid Corriente Resources
Inc. a non-refundable deposit of US$25,000 towards the purchase of all the
issued and outstanding shares of Corriente Argentina SA ("Corriente").  The
Corporation also incurred legal and consulting fees related to this acquisition.
 Corriente is the beneficial holder of the Taca Taca mining rights, located
in the Salta Province, northwestern Argentina.



Page
6 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001



4.

Mineral
properties (continued)



The
closing date of the agreement is to be March 31, 2003 or later as mutually
agreed.  The purchase price agreed is:



- US$25,000
    on closing (paid);
- US$25,000
    and 100,000 of the Corporation's shares on the first anniversary of the
    agreement date;
- 100,000
    of the Corporation's shares on the second and third anniversaries of the
    agreement date;
- US$100,000
    on the fourth anniversary of the agreement date;  and
- US$1,000,000
    on the fifth anniversary of the agreement date.

Should
the acquisition be completed, it will be accounted for as an asset purchase.





Environmental
protection practices



The
Corporation is subject to the laws and regulations relating to environmental
matters in all jurisdictions in which it operates, including provisions relating
to property reclamation, discharge of hazardous material and other matters.
 The Corporation may also be held liable should environmental problems be
discovered that were caused by former owners and operators of its properties and
properties in which it has previously had an interest.  The Corporation is
not aware of any existing environmental problems related to any of its current
or future properties that may result in material liability to the Corporation.



5.

Due
to Related Parties



The
amount consists of advances from shareholders.  There are no specific terms
of repayment for the amount which is non-interest bearing and unsecured.



Page
7 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





1.

Property
purchase obligations



|                                                         |                                                                                           |           |               |                  | 2002            |        |   | 2001
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------- | --------- | ------------- | ---------------- | --------------- | ------ | - | ----
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  | $               |        |   | $   
|Balance
      owing in respect of the acquisition of the |                                                                                           |           |               |                  |                 |       
|                                                         | Hushamu
      Property(Note 3) bearing
      interest at 5%                               |           |               |                  |                 |        |  
|                                                         | per
      annum,due
      April 15, 2003, unsecured                                       |           |               | 50,000           |                 |        | -
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|Balance
      owing in respect of the acquisition of the |                                                                                           |           |               |                  |                 |       
|                                                         | Redstone
      Property(Note 3),
      secured by a debenture                             |           |               |                  |                 |        |  
|                                                         | bearing
      interest at 0% per annum, unless a required                                 |           |               |                  |                 |        |  
|                                                         | payment
      is late in which case interest at the rate of                               |           |               |                  |                 |        |  
|                                                         | 15% per annum is charged
      from and after the due date.                               |           |               |                  |                 |        |  
|                                                         | - Due
      March 24, 2003 - US $100,000                                                  |           |               | 157,760          |                 |        | -
|                                                         | -
      Due March 24, 2004 - US $300,000                                                  |           |               | 473,280          |                 |        | -
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  | 681,040         |        |   | -   
|                                                         | Less:
      imputed interest at 7.50% per annum                                           |           | (             | 36,061
      )   |                 |        | -
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  | 644,979         |        |   | -   
|                                                         | Less: current
      portion                                                               |           |               | (                | 207,760
      ) |        |   | -   
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  | 437,219         |        |   | -   
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|7.                                                       | Share
      Capital                                                                       |           |               |                  |                 |        |   |     
|                                                         | Shares:                                                                                   |           |               |                  |                 |        |   |     
|                                                         | Authorized:                      
      100,000,000 common shares without par
      value |           |               |                  |                 |        |  
|                                                         | Issued or
      allotted:                                                                 |           |               |                  |                 |        |   |     
|                                                         |                                                                                           |           | 2002          |                  |                 | 2001  
|                                                         |                                                                                           |           | (Restated)(1) |                  |                 |       
|                                                         |                                                                                           |           |               |                  |                 |       
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         |                                                                                           | Shares    |               |                  | $               | Shares |   | $   
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         | Balance,
      beginning of period                                                        | 1         |               |                  | 1               | -      |   | -   
|                                                         | Issued for cash
      @ $1                                                                | -         |               |                  | -               | 1      |   | 1   
|                                                         | (a)Issued
      for cash @ $0.01 as part of a units offering 5,060,000                    |           | 3,351,000     | -                |                 | -     
|                                                         | (b)
      Recognition of compensation
      expense-                                      |           | 24,667        | -                |                 | -     
|                                                         | (c)Issued
      for cash @ $1.00 as part of a units offering 2,415,000                    |           | 2,415,000     | -                |                 | -     
|                                                         | (c) Issued as
      finder's fee                                                          | 112,500   |               | 112,500          | -               |        | -
|                                                         | (d) Units
      allotted                                                                  | 600,000   |               | 600,000          | -               |        | -
|                                                         | (c) Less:
      finder's fee                                                              | -         |               | (112,500
      ) | -               |        | -
|                                                         | professional
      fees                                                                   | -         |               | (20,199
      )  | -               |        | -
|                                                         |                                                                                           |           |               |                  |                 |        |  
|                                                         |                                                                                           |           |               |                  |                 |        |   |     
|                                                         | Balance, end of
      period                                                              | 8,187,501 |               | 6,370,469        | 1               |        | 1
|                                                         |                                                                                           |           |               |                  |                 |        |  



Page
8 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001







7.

Share
Capital



(a)

During
2002, the Corporation issued 5,060,000 units for nominal consideration of $0.01
per unit.  Each unit consisted of one common share and one-half warrant.
 One whole warrant entitles the holder to purchase one additional common
share at $1.50 for two years commencing on the date the Corporation's shares are
publicly traded.  The Corporation has recorded the issuance of these units
at their fair value ($0.75) on the date that they were issued as follows:



Units
      
      
      Amount(i)
        Issued
        for services rendered before issuance
      4,460,000
      
      $
      3,345,000(ii)
        Issued
        for services to be rendered after issuance.  These shares were
        issued into escrow under a Voluntary Pooling Agreement that will release
        one-third of those shares on each of the first three anniversaries of
        their issuance as long as the recipient shareholder remains employed at
        the Corporation.
      600,000
      
      
      6,0005,060,000
      
      $
      3,351,000




(1)

As
disclosed in Note 1 to these financial statements, a restatement has been made
to record the issuance of 5,060,000 units at their fair value on the date of
their issuance. This adjustment increased  net loss by $3,325,067.



(b)

The
compensation expense related to the issuance of shares disclosed in Note
7(a)(ii) is recognized evenly over the period that the shares are held in escrow
under the Voluntary Pooling Agreement.



(c)

Also
during 2002, the Corporation issued 2,415,000 units for cash at $1 per unit, and
issued 112,500 units as a finder's fee.  Each unit consists of one common
share and one warrant to purchase one additional common share at $1.50 per share
within two years of the date the Corporation's shares begin public trading.



(d)

The
Corporation also allotted 600,000 units at December 31, 2002.  These units
each consist of one common share and one warrant to purchase an additional
common share at $1.50 per share for two years from the date the Corporation's
shares begin public trading.  These units were issued and paid for on
January 9, 2003.



Warrants:



At
December 31, 2002, the Corporation had outstanding 5,057,500 warrants
exercisable at $1.50 per share for two years from the date that the Corporation's
shares become publicly trading.  Another 600,000 warrants were issued
subsequent to December 31, 2002 as part of the unit issuance referred to above.



Page
9 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





8.

Income
Taxes



Losses
carried forward:



The
Corporation has approximately $60,108 (2001 - $734) of non-capital losses for
tax purposes that can be carried forward to reduce taxable income in future
years. These losses expire as follows:



2008
      $
      7342009
      $
      59,374


Future income tax
assets:



The tax effects of
differences that give rise to future income tax assets are as follows:



|                                                 |          | 2002   |  | 2001 | 
|------------------------------------------------ | -------- | ------ |  | ---- | 
|                                                 |          |        |  |      | 
|                                                 |          | $      |  | $    | 
|                                                 |          |        |  |      | 
|Non-capital loss
      carry-forward             |          | 26,448 |  | 328  | 
|Financing costs deductible
      in future years |          | 49,878 |  | -    | 
|                                                 |          |        |  |      | 
|                                                 |          |        |  |      | 
|                                                 |          | 76,326 |  | 328  | 
|Less: Valuation allowance                        | (76,326) | (328)  | 
|                                                 |          |        |  |      | 
|Provision for income tax                         |          | -      |  | -    | 





The Corporation
believes the realization of income tax benefits related to these losses and
other potential future income tax assets is uncertain at this time and cannot be
viewed as more likely than not. Accordingly, the Corporation has recorded a full
valuation allowance.



Provision
for income taxes:



The
provision for (recovery of) income taxes differs from the amount obtained by
applying the statutory Canadian federal and provincial income tax rates to the
(loss) earnings for the period as follows:



|                                                                   |                                      |           | 2002   |   | 2001
|------------------------------------------------------------------ | ------------------------------------ | --------- | ------ | - | ----
|                                                                  
|                                                                   |                                      |           | $      |   | $   
|(Recovery of)
      provision for income taxes based on a combined |                                      |           |        |  
|statutory income tax rate of 39.62% (2001 - 44.62%)                | (1,329,687 )                         | (328 )   
|Non-deductible
      stock-based compensation                      |                                      | 1,317,387 |        | -
|Deductible
      financing costs                                   | (12,470 )                            |           | -     
|                                                                  
|                                                                   |                                      |           |        |   |     
|                                                                   |                                      | (24,770 ) | (328 )
|Less:                                                              | valuation allowance
      allocation |           | 24,770 |   | 328 
|                                                                  
|                                                                   |                                      |           |        |   |     
|Provision for
      income tax                                     |                                      | -         |        | -
|                                                                  
|                                                                   |                                      |           |        |   |     



Page
10 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





9.

Subsequent
event



On
January 27, 2003, the Corporation entered into a Securities Exchange Agreement ("SEA")
with First Trimark Ventures Inc. ("FTV") and CRS' securities holders.  FTV
is a company incorporated under the B.C. Company Act and is listed as a Capital
Pool Corporation pursuant to the policies of the TSX Venture Exchange.  The
principal business of FTV is to identify and evaluate opportunities for the
acquisition of an interest in assets or business.



Under
the terms of the SEA, the Corporation's security holders will receive 8,187,501
post-consolidated common shares of FTV and warrants to purchase 5,657,500
post-consolidated shares of FTV at $1.50 per share for a period of two years.
 The transaction will be accounted for as a reverse take-over as the
Corporation's former security holders will obtain control of FTV.



Completion
of the proposed transaction is subject to a number of conditions, including but
not limited to, TSX acceptance and shareholder approval.



1.

Differences between Canadian and U.S. generally accepted accounting principles
and practices



The
financial statements have been prepared in accordance with Canadian GAAP, which
differ from those principles and practices that the Corporation would have
followed had its financial statements been prepared in accordance with
accounting principles and practices accepted in the United States of America ("U.S.
GAAP"), as described below.

Under
Canadian GAAP, it is appropriate to defer mineral property acquisition costs
until a decision to abandon the property is made, it is determined that the
property does not have economically recoverable reserves or that the Corporation
is unlikely to pursue exploration activities on the property.  Under U.S.
GAAP, mineral exploration costs are expensed until it can be proven that
economically viable reserves are present on the property and the Corporation has
the ability and intention to pursue exploitation of these reserves.



In
addition, under U.S. GAAP, mineral interests representing mineral use rights for
parcels of land not owned by the Corporation are treated as intangible assets.
 The amount capitalized related to a mineral interest represents its fair
value at the time it was acquired, either as an individual asset purchase or as
part of a business combination.



For
exploration stage mineral interests the excess of the carrying value over the
residual value of the intangible assets is amortized on a straight-line basis
over the period in which the corporation expects to: (a) complete its
exploration process or (b) convert, develop or further explore the underlying
properties.  The current amortization period is from 5 to 11 years.



Residual
values for mineral interests at the exploration stage represent the expected
fair value of the interests at the time the corporation plans to convert,
develop, further explore or dispose of the interests.  Residual values are
determined for each individual property.



Page
11 of 16



---

CRS Copper Resources
Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





10.

Differences
between Canadian and U.S. generally accepted accounting principles and practices
 (continued)



Had
the Corporation followed U.S. GAAP, the effect on its financial statements of
the foregoing difference is set out below:





|Consolidated Balance
      sheet                            |                                                                                                                                        |                                                                                            |           | December 31,                                                                                                          | December 31,
|----------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | --------- | --------------------------------------------------------------------------------------------------------------------- | ------------
|                                                            |                                                                                                                                        |                                                                                            |           | 2002                                                                                                                  |             
|                                                            |                                                                                                                                        |                                                                                            |           | Restated(1)                                                                                                           |             
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           | $                                                                                                                     |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Assets under Canadian
      GAAP                            |                                                                                                                                        |                                                                                            |           | 3,960,836                                                                                                             |             
|Amortization
      of mineral interests under U.S. GAAP     |                                                                                                                                        |                                                                                            | (37,875 ) |                                                                                                                       |             
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Assets under U.S. GAAP                                      |                                                                                                                                        |                                                                                            |           | 3,922,961                                                                                                             |             
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Shareholders'
      equity (deficiency) under Canadian GAAP |                                                                                                                                        | 3,013,634                                                                                  | (733 )   
|Amortization
      of mineral interests under U.S. GAAP     |                                                                                                                                        |                                                                                            | (37,875 ) |                                                                                                                       |             
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Shareholders' equity
      (deficiency) under U.S. GAAP     |                                                                                                                                        |                                                                                            |           | 2,975,759                                                                                                             | (733 )      
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Consolidated Statement
      of Operations                  |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|                                                            | For
      the Period
      From
      Inception
      (October
      3, 2001)
      to
      December 31,
      2002
      Restated(1) |                                                                                            |           | For
      The Period
      From
      Inception,
      (October
      3, 2001)
      to
      December 31,
      2001
|                                                            |                                                                                                                                        | For
      The
      Year
      ended
      December
      31,
      2002
      Restated(1)
|                                                            |                                                                                                                                       
|                                                            |                                                                                                                                       
|                                                            |                                                                                                                                       
|                                                            |                                                                                                                                       
|                                                           
|                                                            |                                                                                                                                        | $                                                                                          |           | $                                                                                                                     |             
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Expenses and net loss
      under Canadian GAAP             | (3,356,835 )                                                                                                                           | (3,356,101 )                                                                               | (734 )   
|Amortization of mineral
      interests                     |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|under
      U.S. GAAP                                       | (37,875 )                                                                                                                              | (37,875 )                                                                                  |           |                                                                                                                       | -           
|                                                           
|                                                            |                                                                                                                                        |                                                                                            |           |                                                                                                                       |             
|Expenses and net loss
      under U.S. GAAP                 | (3,394,710 )                                                                                                                           | (
      3,393,976 )                                                                        | (734 )   



(1)

As disclosed in
Note 1 to these financial statements, a restatement has been made to reflect the
 Company's interests in mineral properties as intangible assets and to
amortize these interests over their expected useful life.  This adjustment
decreased net loss by $980,778.



Page
12 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





10.   
Differences between Canadian and U.S. generally accepted accounting
principles and practices (continued)



Recent accounting
pronouncements



Asset
retirement obligations



In July 2001, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 143,"Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement applies to all
entities. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development

and/or
the normal operation of a long-lived asset, except for certain obligations of
lessees.  This Statement is effective for financial statements issued for
fiscal years beginning after June 15, 2002.  This is substantially
consistent with the CICA Handbook Section 3110, "Asset Retirement Obligations,"
which is effective for fiscal periods beginning on or after January 1, 2004.



Foreign
currency and hedging



In
November 2001, the CICA issued Accounting Guideline 13, "Hedging
Relationships" ("AcG 13") which establishes new criteria for hedge
accounting and will apply to all hedging relationships in effect for the
Corporation's years ending on or after August 1, 2003.  Effective August 1,
2003, the Corporation will reassess all hedging relationships to determine
whether the criteria are met or not and will apply the new guidance on a
prospective basis.  To qualify for hedge accounting, the hedging
relationship must be appropriately documented at the inception of the hedge and
there must be reasonable assurance, both at the inception and throughout the
term of the hedge, that the hedging relationship will be effective.  The
Corporation does not currently have any hedging relationships.



Disposal
of Long-Lived Assets and Discontinued Operations



In
December 2002, the CICA issued Handbook Section 3475 for Disposal of
Long-Lived Assets and Discontinued Operations with the purpose of
harmonizing Canadian GAAP with U.S. GAAP.  The section is effective for
disposal activities initiated by a commitment to a plan on or after May 1,
2003, with earlier adoption encouraged.  The key aspects of Handbook
Section 3475 are as follows:



- a
    long-lived asset to be disposed of other than by sale should continue to be
    classified as held and used until it is disposed of;
- a
    long-lived asset can only be classified as held for sale if certain criteria
    are met;
- an
    asset classified as held for sale should be measured at the lower of its
    carrying amount or fair value less costs to sell;
- a
    loss recognized on classification of an asset as held for sale does not
    include future operating losses;
- discontinued
    operations are defined more broadly than previously.  They comprise
    dispositions where the operations and cash flows can be clearly
    distinguished, operationally and for financial reporting purposes, from the
    rest of the enterprise;

Page
13 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





10.   
Differences between Canadian and U.S. generally accepted accounting
principles and practices (continued)



- the
    income statement display of discontinued operations is unchanged from
    previous display; and
- various
    disclosures related to the disposal of long-lived assets is required.



The
Corporation is currently assessing the impact of Handbook Section 3475 on its
financial position and results of operations.



Stock-based
compensation



In
December 2002, the FASB issued SFAS No.148 "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.123"
(FAS 148). The statement amends SFAS 123 "Accounting for Stock Based
Compensation" (FAS 123) to provide alternative methods of voluntarily
transitioning to the fair value based method of accounting for stock-based
employee compensation.  FAS 148 also amends the disclosure requirements of
FAS 123 to require disclosure of the method used to account for stock-based
employee compensation and the effect of the method on reported results in both
annual and interim financial statements. The disclosure provisions will be
effective for the Corporation beginning with the Corporation's quarter ended
March 31, 2003.  The Corporation has no current intention to change its
policy of accounting for stock-based compensation.



Accounting
for Severance and Termination Benefits



In
March 2003, the EIC issued EIC Abstract 134 for "Accounting for
Severance and Termination Benefits,"which addresses the
various types of severance and termination benefits related to the termination
of an employee's services prior to normal retirement.  The accounting
treatment must be applied prospectively to exit or disposal activities initiated
after March 31, 2003.  This Abstract harmonizes Canadian GAAP and U.S. GAAP.



Costs
associated with exit or disposal activities



In
July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" ("FAS 146").  FAS
146 addresses financial accounting and reporting for costs associated with exit
or disposal activities, and is effective for exit or disposal activities
initiated after December 31, 2002.  FAS 146 nullifies Emerging Issues
Task Force Issue No. 94-3 ("EITF 94-3") Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain costs Incurred in Restructuring).  The principal difference between
FAS 146 and EITF 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity.  FAS 146 requires that the
cost associated with an exit or disposal activity be recognized when the
liability is incurred, whereas under EITF 943 the liability is recognized at the
date of an entity's commitment to an exit plan.  This is substantially
consistent with the CICA EIC Abstract 135, "Accounting for Costs Associated with
Exit and Disposal Activities (including Costs Incurred in a Restructuring)."
 The Corporation is currently assessing the impact of FAS 146 and EIC
Abstract 135 on its financial position and results of operations.



Page
14 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





10.   
Differences between Canadian and U.S. generally accepted accounting
principles and practices (continued)



Guarantees



In
November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"), which requires certain
disclosures to be made by a guarantor in its interim and annual financial
statements for periods ending after December 15, 2002 about its obligations
under guarantees.  FIN 45 also requires the recognition of a liability by a
guarantor at the inception of certain guarantees entered into or modified after
December 31, 2002.  FIN 45 requires the guarantor to recognize a
liability for a non-contingent component of  certain guarantees; that is,
it requires the recognition of a liability for the obligation to stand ready to
perform in

the
event that specified triggering events or conditions occur.  The initial
measurement of this liability is the fair value of a guarantee at inception.
 This is substantially consistent with the CICA Accounting Guideline
AcG-14, Disclosure of Guarantees.  The Corporation does not have any
guarantees under these standards.



Variable
interest entities



In
January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51."
 FIN 46 requires certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the equity investors in the entity do
not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties.  FIN 46 is
effective for all new variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003.  The Corporation does not
have any variable interest entities which will require consolidation.



Derivatives
and hedging activities



In
April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133
on Derivatives Instruments and Hedging Activities."  SFAS 149
amends and clarifies accounting for SFAS No.133 "Accounting for Derivative
Instruments and Hedging Activities".  In particular, it clarifies under
what circumstances a contract with an initial net investment meets the
characteristics of a derivative as discussed in SFAS No. 133; clarifies when a
derivative contains a financing component; amends the definition of an
underlying to conform it to the language used in the FASB Interpretation No. 45;
and amends certain other existing pronouncements.  This is substantially
consistent with the CICA EIC Abstract 128,"Accounting for Trading,
Speculative or Non-Hedging Derivative Financial Instruments."



SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003.  CICA EIC
Abstract 128 is effective for fiscal years beginning on or after July 1, 2003.
 The Corporation will adopt the provisions of SFAS No. 149 for U.S. GAAP
purposes on August 1, 2003 and will adopt the provisions of CICA EIC 128 on
January 1, 2004 and is currently assessing the impact, if any, that the adoption
of SFAS No. 149 will have on its results of operations and financial position.



Page
15 of 16



---

CRS
Copper Resources Corp.

(An
Exploration Stage Enterprise)



Notes
to Consolidated Financial Statements
(Presented in Canadian Dollars)

For
the Periods Ended December 31, 2002 and 2001





10.   
Differences between Canadian and U.S. generally accepted accounting
principles and practices (continued)



Liabilities
and equity



On
May 15, 2003, the FASB issued Statement No. 150,"Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity."
 The Statement requires issuers to classify as liabilities (or assets in
some instances) three classes of freestanding financial instruments that embody
obligations for the issuer.



Generally,
the Statement is effective for financial instruments entered into or modified
after May 31, 2003 and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003.  The Corporation will adopt
the provisions of the Statement on October 1, 2003.  The Corporation is
currently assessing the impact of the new standard.





Page
16 of 16